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Bts Annual Report 2022
Bts Annual Report 2022
2022
Helping the world’s leading companies
BTS is a global professional services firm headquartered in Stockholm, Sweden,
with about 1,200 professionals in 37 offices located on six continents.
Stockholm
Cologne
Amsterdam
London
Portsmouth
San Rafael Paris
Toronto St. Gallen Seoul
San Francisco Boston Bilbao Tokyo
Phoenix New York Madrid (2) Shanghai
Philadelphia Barcelona Taipei
Chicago Milan (2) Bangkok
Mexico City Dubai Kuala Lumpur
Mumbai (2) Singapore
BTS Group’s four operational units Advantage Performance Group (APG) Areas of expertise
BTS Group’s operative activities are operates in the U.S. market and delivers BTS has ten areas of expertise.
run through four units, and the executive performance improvement through Specialists and thought leaders have
management has full business and profit sales and leadership training that results been gathered within each area and are
and loss responsibility for their respective in meaningful business impact using responsible for developing new concepts
geographical markets. its Advantage WaySM implementation and solutions as well as ensuring the use
process. of best practices across BTS Group:
BTS North America consists of BTS’s • Strategy execution
operations in the U.S., excluding APG, BTS services • Business acumen
but including VBS with its operations in BTS is a consultancy specializing in • Leadership development
Canada and Switzerland. the people side of strategy. For over • Assessment
three decades we have been designing • Change and transformation
BTS Europe consists of operations powerful experiences that have a • Executives and teams
in France, Germany, the Netherlands, profound and lasting impact on • BTS Coach
Sweden, and the UK. businesses and their people. Our • Innovation and digital transformation
next-generation approach combines • Sales and marketing
BTS Other markets consists of deep business knowledge with • BTS Digital
operations in Argentina, Australia, Brazil, transformational development to help
China, Costa Rica, India, Italy, Japan, companies and their people to evolve Group-internal functions
Malaysia, Mexico, Singapore, South together and turn strategy into results. Group-internal functions cover
Africa, South Korea, Spain, Taiwan, Our services include: Group finance, Investor relations,
Thailand, and the United Arab Emirates. • Strategy execution and business Corporate communications, and
transformation Global operations development.
• Leadership readiness and development
• Go to market
• Talent acquisition and succession
turn strategy into results
Net sales Profit after tax
MSEK MSEK
3,000 200
2,500
150
2,000
1,500 100
1,000
50
500
0 0
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2013 2014 2015 2016 2017 2018 2019 2020 20211) 2022
1) Excluding
forgiven PPP loan.
Net sales per operating unit Operating profit (EBITA) per operating unit
1,200
150
900
100
600
50
300
0 0
BTS North America
APG
BTS Other markets
APG
SEK
Other revenues 1% (0%)
12
Licenses 12% (11%) Programs 63% (65%)
10
0
2013 2014 2015 2016 2017 2018 2019 2020 20211) 20222)
1) Earnings
per share; Excluding PPP loan.
2) Dividend
per share; Proposed dividend.
Financial information
BTS share information 10–11
Five-year summary 12–14
Management report 15–18
Consolidated income statement 19
Consolidated statement of
comprehensive income 19
Consolidated balance sheet 20–21
Changes in consolidated equity 22
Consolidated cash flow statement 23
Parent company’s income statement 24
Parent company’s statement of
comprehensive income 24
Simulation culture
And the volatility continues… war, rising inflation and interest • C-suite and executive teams regularly use visual modeling
rates, failing banks. So, why did BTS have another record year to do strategy and financial scenario planning together –
in 2022 and why am I bullish on our future? with probabilities becoming more mainstream in financial
The demand for our services shows us that companies are reporting.
tired of the old approaches to strategy, operations, technology • Realization that setting up a team for success – through
adoption, M&A, people readiness, selection and succession, a high-fidelity simulation – should happen at the beginning
teaming, leadership development, onboarding, change, and of an initiative or a new work stream when the stakes are
culture. They are intrigued by a better way, and BTS has at their lowest, and before billions in capital or millions in
just that. people costs have been spent, and the teams can get their
We are seeing the beginning of a profound shift, one with tendencies to fail out of their system.
powerful implications in our ability to create game-changing • Company-wide communication and alignment approaches
impact with, and for, our clients. Our 30-plus years of that recognize most people move to action, and with
influencing our client base, combined with the rapid passion, when they have experienced the new way of
acceleration of the use of Enterprise AI in core operations, working and believe it is the right thing to do.
have helped to initiate the rise of what we call a “Simulation • Ongoing and real-time simulation-based practice at scale to
culture”. A Simulation culture has the power to drive speed, ensure people know what high performance looks like in their
innovation, efficiencies, and excellence in how companies build company, and are thereby able to reach elite performance
products, go to market, attract and grow talent, pioneer, and earlier in their jobs.
ultimately create billions in value. It’s game-changing – and it’s • Enterprise AI simulations and simulation-based practice are
coming. BTS is uniquely positioned to partner with our clients a normal, ongoing part of daily operations.
to make that shift a reality. • Acknowledgment that most corporate strategies and “MBA
A Simulation culture is not a tool; it’s a philosophy that sits speak” leave many people feeling excluded and thus unable
at the intersection of high-performance teaming, non-stop to act, so simulations are used to bring clarity and humanity
learning, scenario-planning, cross-functional ways of working, and to reduce imposter syndrome.
and daily decision making, based on millions of data points
becoming more and more intelligent. It gives to the world What we know to be true about the value of simulations:
a new lens with which to prepare their people (similar to • Simulations are a powerful methodology to bring the entire
how elite teams prepare), and to think very differently about company along and make their unique strategy, business
operations. Simulation culture delivers new approaches to model, and culture deeply personal for all.
strategy, execution, and culture, and demands very different • The ever-evolving foundation of the company’s institutional
alternatives to traditional consulting and talent services. wisdom gets stronger and stronger in the models over time.
This philosophy of Simulation culture is still being • They provide a powerful mechanism to remove the bias that
defined, but as a start, we are observing the following: exists in hiring, selection, and succession processes and get
the right people in the right roles for the future of the
A Simulation culture is not: company.
• Top-down, overly siloed, command and control. • The cultural magic that happens when people can practice
• Telling people what to do and then hoping they will do it well. together, experience breakthrough performance together,
• “I need to hire a fancy consulting company to get buy-in from bond, laugh, make mistakes, learn, try new things, and be
the Board.” reminded that part of their job is to inspire and challenge
• “I don’t really trust our people so I will outsource this one another to be better.
important initiative to consultants.”
• Accepting generic best practices, adopting universal Below are a handful of examples of companies that embody
leadership models, or tolerating standard consulting advice. Simulation culture in action. Examples range from NVIDIA,
• Allowing consultants to take their learning away with them, who has fully embraced and adopted this philosophy as core to
leaving little institutional wisdom behind. their semiconductor operations (fueled by the power of high-
• Waterfall operating models and non-predictive enterprise performance computing), to others who are starting in pockets
operational software. or parts of the enterprise to make this operational shift.
• Adopting the old models of change (e.g., a beginning, NVIDIA’s CEO Jensen Huang described in a recent keynote
middle, end). address: “NVIDIA simulates everything and invests whatever
it takes to enable that to happen, as simulations let us find
A Simulation culture is: problems at the least costly phase of a project and ultimately
• Recognition that every elite team on the planet requires get to market sooner with a high-quality product. A Simulation
time to practice. culture naturally forces concurrent hardware and software
BTS has a strong position in a large, growing, a healthy level of revenue, despite the unfavorable business
and highly fragmented market. The value of the climate (particularly in the IT, telecom, and manufacturing
industries, where BTS was predominantly active) by adhering
total market is estimated to over USD 30 billion
to its successful long-term strategy.
and is expected to grow by 4–5 percent a year.
BTS’s market share is estimated to be under New initiatives
1 percent. BTS’s financial goals are 20 percent In the difficult market conditions from 2001 to 2003, BTS
revenue growth per year, and a 17-percent successfully managed to reinforce the business for future
operating margin (EBITA). growth and profitability by implementing a range of new
initiatives, such as expanding into new industries and
geographical markets.
Continuous growth and profit
BTS has delivered profit every year and profit growth almost Increasing profits
every year, irrespective of market conditions and despite BTS constantly strives to improve profitability. The changes
substantial costs for acquisitions, investments in product and initiatives implemented during the period of consolidation
development, and market establishment around the world. between 2001 and 2003 have, in combination with a focus on
This development is a result of BTS’s growth strategy, raising the proportion of revenues from licensing, led to
dynamic business model, and its entrepreneurial organizational improvements in margins.
culture. BTS will reach its EBITA margin goal of 15 percent by
The strategy to generate growth focuses on growing continuously improving billability, project execution, systems,
revenue and share of wallet per customer account by offering and processes to reduce overhead; and by optimizing pricing,
innovative digital solutions and content in BTS’s programs. increasing licensing, and adding recurring revenue services.
Furthermore, BTS aims to expand to new geographies Digital investments are expected to decline as share of
organically or through acquisitions. revenue over time.
In the 1990s, BTS successfully managed to achieve
continuous profitable growth. Good market conditions and Organic growth
new product initiatives, as well as new offices in the U.S., UK, BTS’s expansion strategy is primarily built on organic growth.
Finland, and South Africa, played a major role in the company’s During 2002 and 2003, BTS opened businesses in Australia
growth during this period. When the market conditions and Spain. These initiatives have grown substantially and
worsened between 2001 and 2003, BTS managed to maintain served as starting points for offices in Asia and Latin America.
Acquisitions in 2005 and 2006 In 2016, BTS acquired all business operations of the
BTS’s strategy for acquisitions aims to create a broader base Italian companies Cesim Italia Srl. and Design Innovation Srl.,
for future organic growth by adding new markets, new value- which significantly strengthened BTS’s position in southern
adding products and services, and new talent. Europe through the addition of several major Italian
BTS acquired The Strategic Management Group Learning customers, and also reinforced BTS’s Italian operations by
Solutions Inc. in 2005 and The Advantage Performance supplementing them with further expertise and innovative
Group Inc. and The Real Learning Company Inc. in 2006. The solutions. Furthermore, the acquisitions also provided a good
acquisitions have added new technologies and delivery methods, opportunity to help many of the major Italian companies
a broader customer base, and a wealth of new talent to BTS. globally.
In 2017, BTS acquired all the businesses of the English
The 2008–2009 recession company Coach in a Box Holdings Ltd. and its subsidiaries,
The recession during 2008 and 2009 had a significant negative as well as the German company MTAC GmbH.
impact on the industry. Most companies saw their revenues Coach in a Box helps leaders at all levels to improve and
decline by 20 to 40 percent in 2009. change using a coaching approach that is virtual, affordable,
BTS’s recession strategy was based on two key factors: the scalable, and fast. BTS and Coach in a Box’s combined services
company’s low market share and highly competitive offerings. strengthened the customer offering and made the companies
By focusing its resources on highly prioritized accounts, BTS stronger partners in the market, thus creating synergies and
was able to maintain its revenue and profit levels. significant growth opportunities.
At the same time, BTS made strategic investments and MTAC works with some of the largest organizations in the
progress during the recession, creating a strong foundation German-speaking part of Europe with innovative education
for growth from 2010 onward. and simulation-based services for strategy implementation,
business acumen, leadership, and marketing. The acquisition
Growth from 2010 to 2019 provided BTS with a base in German-speaking countries,
During the years 2010 to 2019, BTS’s revenue grew by an which easily now makes it the largest market in Europe. It
average of 10 percent annually (currency adjusted) with also allowed BTS to serve existing global clients better, and
growth in all regions. BTS grew the average size of its projects creates significant growth potential. In addition, MTAC added
by offering global services and more complete solutions, top knowledge in the area of marketing expertise, which is
thereby delivering improved results for customers. now a new area of expertise for BTS.
In 2013, BTS acquired all the business operations of the In 2019, BTS acquired all the businesses of the American
Danish company Wizerize A/S. The acquisition created new company Polaris Assessment Systems Inc., the company
opportunities to offer digitally enabled solutions that were SwissVBS AG. and its subsidiaries, and the Swedish company
built on current and future social and mobile IT platforms. Samsari AB.
These solutions supplemented and strengthened BTS’s Polaris offers candidate evaluation and interviewing
existing offerings very well. techniques and services, as well as methods that enable
In 2014, BTS acquired all the businesses of the American customers to effectively recruit, develop, and promote
companies Sandra Hartog Associates Inc. and Fenestra Inc., employees. Through the acquisition of Polaris, BTS gained
which strengthened BTS’s position in the fast-growing market two business advantages: new industry-leading services that
for services and technology within assessment services. gave access to a new market segment worth approximately
In 2015, BTS acquired the South African company Avocado USD two billion globally, and secondly, we brought on board
Vision Pty Ltd., which provided BTS and Avo Vision with major three influential thought leaders in this market segment.
opportunities in the fast-growing and important African SwissVBS provides high-impact digital learning solutions
market, which had an enormous need for talent development. for the modern corporate learner. It operates primarily in the
All the business operations in the Australian company Synergy European and North American markets, bringing thought
Group Pty Ltd. were also acquired in 2015. This represented a leadership and creative solutions to clients through digital
significant strengthening of BTS’s operations in Australia, journeys as well as learning reinforcement methods. The
increased BTS’s delivery capacity, and created a considerably SwissVBS team brings world-class expertise in digital learning
stronger and broader offering in Australia. and performance support. This means that BTS can offer
clients a wider range of solutions and become even more 70 percent revenue loss in 2020. BTS also took an important
competitive as an end-to-end talent partner. SwissVBS also lead. The changes in the market will be lasting, even when
brought over clients with whom the company had developed the COVID-19 crisis is over, and a significant share
strong relationships, and won awards – making BTS stronger of demand will center on virtual and digital solutions.
in the Canadian and German-speaking markets. Overall, BTS tackled the potential crisis for the industry,
SwissVBS was established in St. Gallen in 2001 as an brought about by the 2020 pandemic very well.
offspring of the University of St. Gallen. Since then it has
successfully grown into a respected provider of customized 2021 – Post pandemic, coming out strong
digital learning for some of the world’s largest corporations. The pandemic initiated significant changes to strategies and
The acquisition of Samsari brought years of experience to organizations in major companies around the world, creating
BTS through a strong and dynamic team with skills in change an increased demand for BTS’s services and making BTS
management, transformation projects, and communication an even more attractive partner for customers today.
– skills that will become increasingly important and thus In 2021, BTS acquired the American company Bates
strengthen the BTS service offering as a whole. The Communications Inc. and all the businesses of the Spanish
acquisition also contributed to broadening the BTS company Netmind SL.
customer base in the Nordic market. Bates helps some of the top companies in the world to
execute their strategies, primarily in the U.S., and the client
The COVID-19 pandemic 2020 portfolio has only a limited overlap with that of BTS. Bates’
The entire industry faced an enormous challenge early in 2020 senior talent and consultants have brought complementary
when all physical training was canceled – wiping out 70 percent and sought-after capabilities to BTS. Their team members
of BTS’s revenue. In addition, many companies stopped or have backgrounds and significant experience in business,
reduced investments in all forms of training. strategy, corporate communication, and management
To address this challenge, BTS decided on a strategy to psychology. The acquisition created the preconditions for
become stronger in the long-term, allowing BTS to continue the original operations in both companies to develop major
to increase revenue and earnings for the years ahead. synergies in their service offerings and customer bases.
With BTS’s rapid re-focus on virtual and digital solutions, The acquisition of Netmind enabled BTS to considerably
BTS managed to compensate for almost three quarters of the strengthen its position in the Spanish-speaking markets.
With its focus on digital and agile change solutions, Netmind’s growth during the fourth quarter and the operating margin
offering complements BTS, which thus strengthens its position has improved due to increased revenue in the fourth quarter
for continued growth in Spain and in other markets. Netmind and better utilization of the team. Despite increasing
partners with some of the world’s leading companies to operating profit for the Group, BTS’s margin decreased, and
succeed in the digital field using Netmind’s innovative solutions, that decline was caused solely by BTS North America.
proprietary concepts and methods, in-house models for agile Strategic workforce planning is underway in North America
change, and an extensive library of courses and training. to ensure BTS has the right mix of talent for the breadth of
Netmind’s customer base has only a limited overlap with its portfolio and for achieving improvements in productivity.
BTS, which offers significant potential for synergies. During a turbulent year like 2022, BTS tends to be the most
BTS is coming out of the pandemic as a stronger creative, with breakthrough client engagement models, and
organization with an expanded customer base, a stronger improving the company at a higher speed. BTS has made
offering of services, and increased revenue from virtual and strategic investments and progress during the year, creating
digital solutions. Overall, a new level was reached during 2021, a strong foundation for growth for the coming years.
and BTS is well positioned for continued long-term sustainable BTS is currently not experiencing any material financial
and profitable growth. impact of a potential looming recession; however, the volatility
from 2022 is expected to continue in 2023 given the large
2022 – Another record-breaking year number of layoffs within the tech sector, specifically in
BTS continued its growth story in 2022 with all units growing North America.
by double-digits. The interim report for the fourth quarter We are ready for even more volatility and a somewhat more
of 2022 presented the twenty-second record quarter (not conservative market. We see great opportunities as well as
including 2020) where revenues, as well as operating profit, threats, and we have started the year with humility. There
exceeded the outcome for the same period the previous year. is no doubt 2023 will be more challenging due to market
The revenue increased by 17 percent during 2022 compared to uncertainty, and we will continue to prepare, with all units
the previous year, of which 15 percent was organic. BTS Europe focusing on the CEOs, industries, and companies that we
had a strong development during the year with substantial believe will be more recession resilient. BTS ended the year
growth, improved margins, and strong profit growth. BTS Other with strong deal pipelines across the units, and the demand
markets has continued to work on balancing optimization and for BTS’s services remains strong.
On June 6, 2001, the BTS share was floated on Nasdaq Stock- At December 31, 2022, there were 4,145 (3,251) shareholders in
holm in connection with the issue of new stock, raising SEK the company, an increase of 27 percent. In the past few years,
78.1 million in capital for the company after issue expenses. BTS has increased its investor relation activities, including
The share capital totals SEK 6,458,116, distributed among webcasted interim report presentations in Sweden, and road-
853,800 Class A shares and 18,520,547 Class B shares, each shows to financial centers in Europe.
with a quotient value of SEK 0.33. Each Class A share entitles
the holder to ten votes, each Class B share is entitled to one Dividend policy
vote. All shares carry equal rights to participate in the company’s The company’s goal is to distribute 40–65 percent of profit
assets and profits. after tax in the long run.
500 1,000
400 800
300 600
200 400
100 200
0 0
2018 2019 2020 2021 2022
Source: Bloomberg
Sources: andand
Bloomberg Fidessa
Fidessa
Share capital
Change in capital
Increase in share Share capital, Class A Class B Total number Par value per
Year Transaction capital, SEK SEK shares shares of shares share, SEK
Formation of
1999 the company 100,000 100,000 439,900 560,100 1,000,000 00:10
1999 New issue 8,200 108,200 82,000 1,082,000 00:10
2001 Stock dividend issue 4,219,800 4,328,000 1,082,000 04:00
2001 4:1 split 4,328,000 1,319,700 1,926,300 4,328,000 01:00
2001 Conversion of Class A
to Class B shares –1,475,000 1,475,000 4,328,000 01:00
2001 New issue 1,500,000 5,828,000 1,500,000 5,828,000 01:00
2002 New issue 69,300 5,897,300 69,300 5,897,300 01:00
2006 3:1 split 5,897,300 569,200 11,225,400 17,691,900 00:33
2006 New issue 118,800 6,016,100 356,400 18,048,300 00:33
2012 New issue 5,922 6,022,022 17,765 18,066,065 00:33
2013 New issue 174,601 6,196,623 523,805 18,589,870 00:33
2014 New issue 18,834 6,215,457 56,500 18,646,370 00:33
2017 New issue 80,227 6,295,684 240,681 18,887,051 00:33
2018 New issue 42,288 6,337,972 126,865 19,013,916 00:33
2019 New issue 101,459 6,439,431 304,376 19,318,292 00:33
2021 New issue 18,685 6,458,116 56,055 19,374,347 00:33
Five-year summary
Income statement
Consolidated income statements in summary
SEK millions 2022 2021 2020 2019 2018
Net sales 2,530 1,917 1,464 1,865 1,598
Operating expenses –2,110 –1,557 –1,309 –1,554 –1,384
Forgiven PPP loan – 50 – – –
Depreciation of property, plant, and equipment –72 –71 –65 –66 –12
Amortization of intangible assets –45 –33 –26 –20 –19
Operating profit (EBIT) 303 305 65 226 183
Operating units
BTS North America consists of BTS’s operations in the U.S., BTS Other markets consists of operations in Argentina,
excluding APG, but including VBS with its operations in Australia, Brazil, China, Costa Rica, India, Italy, Japan,
Canada and Switzerland. Malaysia, Mexico, Singapore, South Africa, South Korea,
Spain, Taiwan, Thailand and the United Arab Emirates.
BTS Europe consists of operations in France, Germany,
the Netherlands, Sweden and the UK. APG consists of operations in Advantage Performance Group
in the U.S.
Balance sheet
Consolidated balance sheets in summary
SEK millions 2022 2021 2020 2019 2018
Assets
Non-current assets 1,244 1,147 826 851 581
Accounts receivable 723 557 409 514 512
Other current assets 215 194 134 187 172
Cash and cash equivalents 577 594 591 316 262
Total assets 2,759 2,492 1,960 1,869 1,528
Cash flow
Consolidated cash flow in summary
SEK millions 2022 2021 2020 2019 2018
Cash flow from operating activities 199 312 242 218 158
Cash flow from investing activities –76 –182 –148 –38 –37
Cash flow from financing activities –208 –161 213 –132 –71
Cash flow for the year –85 –30 307 48 50
Cash and cash equivalents, start of year 594 591 316 262 200
Translation differences in cash and cash equivalents 68 34 –33 6 12
Cash and cash equivalents, end of year 577 594 591 316 262
Equity/assets ratio, % 44 39 36 45 46
Dividend per share, SEK 5.40 1) 4.80 1.20 3.60 3.60
Cash flow –85 –30 307 48 50
Cash and cash equivalents 577 594 591 316 262
Number of employees at year-end 1,180 1,071 821 832 701
Average number of employees 1,129 936 843 779 645
Annual net sales per employee 2.2 2.0 1.7 2.4 2.5
1) Proposed dividend.
Definitions
Operating margin (EBITA margin) Return on operating capital Annual net sales per employee
Operating profit before amortization Operating profit as a percentage Net sales for the whole year, divided
of intangible assets as a percentage of average operating capital. by the average number of employees.
of net sales.
Return on equity Price/earnings ratio
Operating margin (EBIT margin) Profit after tax on an annual basis Price per share divided by earnings
Operating profit after amortization/ as a percentage of average equity. per share.
depreciation as a percentage of net
sales. Equity per share Net liabilities
Equity excluding non-controlling Interest-bearing, long-term and short-
Profit margin interests, divided by the number term liabilities, excluding lease liabilities,
Profit for the period as a percentage of shares at the end of the year. decreased with interest-bearing assets,
of net sales. and cash and cash equivalents.
Equity/assets ratio
Earnings per share Equity as a percentage of the balance
Earnings attributable to the Parent sheet total.
company’s shareholders divided by
the number of shares before dilution. Dividend per share
Dividends proposed or adopted,
Operating capital divided by the number of shares
Balance sheet totals less cash and at year-end.
cash e
quivalents, other interest-
bearing assets, and non-interest-
bearing liabilities.
Management report
The Board of Directors and CEO of BTS Group AB (publ), Operating profit (EBITA) increased during the year, to
corporate identity number 556566-7119, hereby submit their SEK 348 million (338), excluding forgiven PPP loan SEK
annual accounts and consolidated financial statements for 348 million (288).
the fiscal year 2022. The consolidated income statement and The operating margin (EBITA margin) was 13.8 percent (17.6),
balance sheet, as well as the Parent company’s income state- excluding forgiven PPP loan 13.8 percent (15.0).
ment and balance sheet, will be submitted to the Annual Operating profit (EBIT) increased to SEK 303 million (305),
General Meeting for adoption. excluding forgiven PPP loan SEK 303 million (256). The operat-
ing margin (EBIT margin) was 12.0 percent (15.9), excluding
Operations forgiven PPP loan 12.0 percent (13.3). Operating profit (EBIT)
BTS is a global professional services firm headquartered in was charged with SEK 45.1 million (32.8) for amortization of
Stockholm, Sweden, with 37 offices located on six continents. intangible assets attributable to acquisitions.
BTS’s clients are often leading multinational companies. BTS Consolidated profit before tax for the year increased to
is an expert in behavior change and cares deeply about both SEK 290 million (289), excluding forgiven PPP loan SEK 290
delivering results for its clients and ensuring that their people (240) million.
do the best work of their lives. The company’s engagements Compared with 2021, operating profit (EBITA), excluding
range from embedded multi-year transformation projects to the forgiven PPP loan, increased by 21 percent. The operating
brief, targeted capability development. BTS’s clients are often margin (EBITA margin) decreased from 15.0 to 13.8 percent,
leading multinational companies. excluding the forgiven PPP loan.
For over 35 years, BTS has partnered with clients to enable Net sales for BTS’s operations in North America totaled
strategy execution. BTS believes that success comes from SEK 1,254 million (949) in 2022. Adjusted for changes in
people understanding how their daily work impacts business exchange rates, revenue increased by 12 percent. Operating
results. BTS provides the skills, tools, and knowledge companies profit (EBITA) totaled SEK 170 million (153) for the year. The
need to take the right action at the right moment. BTS’s operating margin (EBITA margin) was 13.6 percent (16.1).
primary services include Strategy execution and business Net sales for BTS Europe totaled SEK 459 million (353)
transformation, Leader readiness and development, Go to in 2022. Adjusted for changes in exchange rates, revenues
market, and Talent acquisition and succession. In support of increased by 25 percent. Operating profit (EBITA) totaled
these services, BTS has ten areas of expertise responsible for SEK 82 million (51) for the year. The operating margin
developing new concepts and solutions as well as ensuring the (EBITA margin) was 17.9 percent (14.4).
use of best practices across BTS Group: Strategy execution, Net sales for BTS Other markets totaled SEK 661 million
Business acumen, Leadership development, Assessment, (493) in 2022. Adjusted for changes in exchange rates,
Change and transformation, Executives and teams, BTS Coach, revenues increased by 23 percent. Operating profit (EBITA)
Innovation and digital transformation, Sales and marketing, totaled SEK 87 million (75) for the year. The operating margin
and BTS Digital. (EBITA margin) was 13.1 percent (15.2).
Net sales for APG reached SEK 156 million (121) in 2022.
Revenue and profit Adjusted for changes in exchange rates, revenue increased by
BTS’s net sales increased by 32 percent during the year to 10 percent. Operating profit (EBITA) totaled SEK 2 million (3)
SEK 2,530 million (1,917). Adjusted for changes in exchange for the year. The operating margin (EBITA margin) was
rates, revenues increased by 17 percent. 1.5 percent (2.4).
In May 2020, the U.S. BTS subsidiary received federal
COVID-19 support under the “Paycheck Protection Program” Financial position
(known as PPP loans). In accordance with the guidelines from At the end of the period, cash and cash equivalents were
the U.S. authorities, this loan was written off during the third SEK 577 million (594). The Group’s interest-bearing loans,
quarter of 2021, and had a positive impact of SEK 49.7 million attributable to previously completed acquisitions, totaled
on operating profit. For increased comparability, the outcome SEK 221 million (281) at the end of the period. Equity totaled
for 2021 is stated throughout this Annual report both including SEK 1,214 million (983) at year-end, and the equity/assets ratio
and excluding the forgiven PPP loan. was 44 percent (39). BTS’s cash flow from operating activities
for the year was SEK 199 million (312).
Percentage Change 1)
change SEK thousands
SEK/USD +/–10% 24,191
SEK/EUR +/–10% 8,157
SEK/GBP +/–10% 1,896
1) Based on 2022 figures.
Multiple-year review
Performance for the past five fiscal years is presented below.
SEK thousands 2022 2021 2020 2019 2018
Net sales 2,529,634 1,916,762 1,464,155 1,865,499 1,598,399
Operating expenses –2,109,688 –1,557,303 –1,308,726 –1,554,314 –1,384,450
Forgiven PPP loan – 49,694 – – –
Depreciation of property, plant, and equipment –71,630 –71,189 –65,123 –65,855 –11,835
Amortization of intangible assets –45,065 –32,764 –25,700 –19,670 –18,713
Operating profit (EBIT) 303,251 305,200 64,607 225,660 183,401
Earnings per share (profit for the year attributable to Parent company shareholders) 13
Earnings per share, before dilution, SEK 10.24 11.11
Average number of shares during the year 19,374,347 19,327,972
Dividend per share, SEK 14 5.40 1) 4.80
1) Proposed dividend.
ASSETS
Non-current assets
Intangible assets
Goodwill 8 908,882 830,094
Other intangible assets 8 120,564 114,895
Total intangible assets 1,029,447 944,990
Financial assets
Deferred tax assets 16 14,332 10,293
Other non-current receivables 19 13,350 11,644
Total financial assets 27,682 21,937
Current assets
Current receivables
Accounts receivable 19 723,145 556,852
Other receivables 19 19,491 56,906
Prepaid expenses and accrued income 17 195,289 136,646
Total current receivables 937,925 750,404
LIABILITIES
Non-current liabilities
Lease liabilities 5 94,340 97,455
Deferred tax liability 16 83,932 81,933
Provisions 19 245,404 233,843
Interest-bearing liabilities to credit institutions 19, 20 77,753 124,505
Other liabilities 19, 20 6,768 4,809
Total non-current liabilities 508,196 542,544
Current liabilities
Accounts payable 19 49,201 35,100
Tax liabilities 5,332 12,208
Lease liabilities 5 46,002 43,808
Provisions 19 46,205 42,711
Interest-bearing liabilities to credit institutions 19, 21 142,906 156,357
Other liabilities 19 69,578 55,983
Accrued expenses and prepaid income 22 677,169 619,876
Total current liabilities 1,036,393 966,043
Investing activities
Investment in property, plant and equipment 9 –21,017 –12,264
Investment in intangible assets 8 –39,172 –7,076
Acquisitions of companies after deduction of cash and cash equivalents 19 –14,968 –160,434
Change in other financial assets –757 –2,113
Cash flow from investing activities –75,914 –181,887
Financing activities
Repayment of loan –68,417 –70,854
Borrowings 8,213 –8,591
Dividends to shareholders 14 –92,997 –23,194
Amortization lease liabilities 5 –55,080 –57,998
Cash flow from financing activities –208,280 –160,637
Operating expenses
Other external expenses 3, 4 –841 –2,119
Employee benefit expenses 7 –1,914 –1,702
Total operating expenses –2,755 –3,821
Financial items 11
Gains/losses from participation in Group companies 121,054 70,992
Interest income and similar profit/loss items 1,517 834
Interest expenses and similar profit/loss items –8,934 –9,423
Total gain/loss on financial items 113,637 62,403
Non-current assets
Financial assets
Participations in Group companies 15 367,227 367,227
Receivables from Group companies 68,995 63,407
Total non-current assets 436,222 430,634
Current assets
Current receivables
Receivables from Group companies 83,738 125,107
Other receivables 1 –
Prepaid expenses and accrued income 257 174
Total current receivables 83,996 125,282
EQUITY 18
Restricted equity
Share capital 6,458 6,458
Total restricted equity 6,458 6,458
Non-restricted equity
Retained earnings 86,756 121,929
Profit for the year 111,512 57,824
Total non-restricted equity 198,268 179,753
LIABILITIES
Non-current liabilities
Provisions 19 55,023 55,023
Interest-bearing liabilities to credit institutions 19, 20 77,753 122,500
Total non-current liabilities 132,776 177,523
Current liabilities
Accounts payable 241 131
Tax liabilities 4,324 6,842
Debt to Group companies 35,643 30,884
Interest-bearing liabilities to credit institutions 19 142,906 154,692
Other liabilities 9 8
Accrued expenses and prepaid income 22 280 280
Total current liabilities 183,402 192,838
Investing activities
Dividends received from subsidiaries 97,554 41,492
Acquisition of companies after deduction of cash and cash equivalents – –28,578
Cash flow from investing activities 97,554 12,914
Financing activities
Group contributions 23,500 29,500
Repayment of loan –64,747 –64,747
Borrowings 8,213 –8,591
Dividends to shareholders 14 –92,997 –23,194
Cash flow from financing activities –126,031 –67,033
Other currencies have not had a material impact on the the grant date. The recognized cost is equivalent to the fair value
consolidated balance sheets or income statements. of an estimate of the number of options and shares expected to
be earned. In cases where social security contributions relating to
Revenue/Assignments in progress share-based payments to employees arise, these are considered
Revenue is recognized on delivery of services to clients, based part of remuneration for employee work, and are expensed in
on agreements signed. distribution over the periods in which the services are rendered.
Income from completed customization/development assignments, Provision for social security contributions is based on the fair
and the expenses attributable to the assignment, are recognized value of the options at each reporting date, and the fair value is
as revenue and expenses respectively, in proportion to the degree calculated using the same valuation model and parameter values
of completion of the assignment at the end of the reporting period as used when the options were issued.
(percentage of completion method). The degree of completion
of an assignment is determined by comparing the expenses Borrowing
paid up to the end of the reporting period with the estimated Borrowing expenses are charged to earnings for the period
total expenditure for the assignment. If the outcome of a service to which they refer.
assignment cannot be reliably calculated, the revenue from that Borrowings are recognized initially at the amount received
assignment is recognized only to the extent corresponding to the less transaction costs. After the date of acquisition, the loan is
assignment expenses incurred that are likely to be covered by the measured at amortized cost as per the effective interest method.
client. Anticipated losses on assignments are recognized directly The effective interest method distributes interest income and
as expenses. expenses over the relevant period. The effective interest is
When educational services, “programs”, are delivered to a the interest rate that exactly discounts the estimated future
client, they are recognized as revenue immediately after the disbursements to the financial liability’s net carrying amount.
implementation. Non-current liabilities are liabilities with an anticipated duration
Revenues for licenses, i.e. the customer’s right to independently longer than 12 months. All others are current liabilities.
use the materials and solutions for a certain period and/or a certain
number of occasions, are recognized when a binding agreement Income taxes
has been reached and BTS has fulfilled its obligations to the client, Income taxes recognized comprise of taxes for the current year
and the amount of the revenue is known. that are to be paid or received as well as changes in deferred
BTS’s business model with the four categories of revenue, tax. All tax liabilities and claims are measured at their nominal
is further presented in Note 10. amounts according to the tax rules and tax rates that have
been decided or announced, and that most probably will be
Research and development adopted. Tax effects associated with items recognized in the
Expenditure for customer-specific product development is income statement are also recognized in the income statement.
expensed directly. Expenditure related to development projects Tax effects associated with items recognized in equity are also
(attributable to the development and testing of new or improved recognized in equity.
products) is capitalized as an intangible asset to the extent that Current tax is the tax to be paid or received for the current
such expenditure can be expected to generate future economic year. This includes adjustments of current tax attributable to
benefits. The company has not conducted any research. The prior periods.
development normally conducted by BTS is customer-specific. According to the balance sheet method, deferred tax is
calculated on all temporary differences between the carrying
Employee benefits amount and tax base of assets and liabilities. Deferred tax
Pensions assets relating to loss carry-forwards or other future tax-effective
The Group has different pension plans in different countries. All deductions are recognized to the extent that it is likely they can be
are defined-contribution plans, and the assets are managed by used to offset profits for future taxation.
external parties. The company pays fixed fees and has thereby
fulfilled its obligations. The costs are charged to consolidated Segment reporting
earnings as pension rights are vested. Operating segments are reported in a manner that agrees
with internal reporting that is provided to the chief operating
Share-based payments decision-maker. The chief operating decision-maker is the function
During the first quarter of 2017, some of the major shareholders responsible for the allocation of resources and assessment of
of BTS issued a total of 50,000 call options on market terms to operating segments’ earnings. In the Group it is the Parent
Jessica Skon, CEO of BTS Group AB since 2022. Utilization of the company’s CEO who makes strategic decisions. BTS’s operating
options requires employment and may occur after the options segments consist of the Group’s operating units: BTS North
have become usable in the first quarter of 2020 at an exercise America, BTS Europe, BTS Other markets and APG. Each
price of SEK 80.00 per share. The accounting fair value of these subsidiary’s share of consolidated sales is used as a weight for
is reported over the term up to the first quarter of 2024 according the allocation of Group-wide overhead.
to IFRS2 and has been calculated using the Black & Scholes model,
taking into account the conditions prevailing at the time of the Leases and rental agreements
issue. The accounting cost, according to IFRS2, amounted to The Group recognizes a right-of-use asset and a lease liability
SEK 140 thousand in 2022. No provisions related to the options in the balance sheet on the date the leased asset became available
are accounted in the consolidated balance sheets. for use by the Group. Terms and conditions are negotiated separ
In 2022 BTS Group AB issued employee stock options to senior ately for each lease and contain a large number of different terms
executives. The program makes it possible for these employees and conditions. The Group’s leases are mainly office premises.
to acquire shares in the company. The fair value of the granted The right-of-use asset comprises the initial measurement
options is recognized under staff costs, with a corresponding of the lease liability plus any lease payments paid on or before
increase in equity. The fair value was calculated on the grant the commencement date and any initial directly related costs.
date and is distributed over the vesting period using the Black & The leased asset is amortized straight-line over the lease term,
Scholes model, taking into account the conditions prevailing at and the useful life begins on the commencement date of the
lease. The leased asset is subsequently measured at cost less any impairment losses. Amortization is charged on a straight-line
accumulated depreciation and impairment and is adjusted for basis during the estimated period of use (15 years).
any remeasurement.
Options to extend or terminate leases are included in the majority Technology, products, and software
of the Group’s leases for office premises. The terms are used to Acquired technology, products, and software have a limited
maximize flexibility in managing the leases. Options for extending useful life and are recognized at acquisition cost less accumulated
or terminating leases are included in the asset and the liability where amortization and any impairment losses. Amortization is charged
it is reasonably certain that they will be exercised. However, the on a straight-line basis during the estimated useful life (2–9 years).
majority of the extension options that pertain to existing leases have
not been included in the lease liability because the Group can replace Customer contracts
the assets without significant costs or disruptions in operations. Acquired customer contracts have a limited useful life and are
The lease liability is initially measured at the present value of recognized at acquisition cost less accumulated amortization and
the lease payments payable over the lease term, discounted at the any impairment losses. Amortization is charged on a straight-line
rate implicit in the lease. If that rate cannot be readily determined, basis during the estimated useful life (2–15 years).
the incremental borrowing rate is used. The lease term is the
non-cancellable period for which a lessee has the right to use an Brands
underlying asset, plus additional periods when it is reasonably Acquired brands with a limited useful life are recognized
certain that the extension option will be exercised. Lease payments at acquisition cost less accumulated amortization and any
included in the measurement comprise of fixed payments, and impairment losses. Amortization is charged on a straight-line basis
variable lease payments that depend on an index or a rate. When during the estimated useful life (10 years).
adjustments of lease payments that depend on an index or a rate
come into effect, the lease liability is remeasured and adjusted Government grants
against the right-of-use asset. The lease liability is subsequently Government grants and support from governments are recognized
measured at amortized cost adjusted for any remeasurement. as receivables in the Balance sheet when there is reasonable
Each lease payment is allocated between repayment of the assurance that the grant will be received and that BTS will comply
liability and financial expense. The financial expense is distributed with the conditions associated with the grant. Grants received to
over the lease term so that each reporting period is charged compensate for expenses incurred are recognized as a reduction
with an amount equivalent to a fixed interest rate for the liability of the relevant expense in the same period as the expenses they
recognized for each period. are intended for are reported.
No right-of-use asset or lease liability is recognized for leases
with a term of 12 months or less or when the value of the underlying Impairment
asset is less than USD 5,000. Lease payments for these leases are When there are indications that the carrying amount of any
recognized as a cost straight-line over the lease term. The Group’s property, plant, equipment, or intangible asset, exceeds its
low-value assets include IT equipment and office machinery. recoverable amount, an impairment test is performed. The
The Right-of-use asset is recognized under Property, plant, and recoverable amount is the higher of an asset’s net realizable value
equipment in the consolidated balance sheet. The lease liability and value in use. If it cannot be determined for an individual asset,
is recognized in the category of Non-current liabilities, and also in the recoverable amount of the smallest cash-generating unit to
Current liabilities for the portion of the lease liability that falls due which the asset belongs is calculated.
for payment within the next 12 months. Depreciation of the right- Each year the Group performs impairment tests on goodwill
of-use asset is recognized in operating profit and interest expenses according to the following principle:
and on the lease liability under net financial items. The accounting • The recoverable amounts are based on the value in use, calculated
effects of the Group’s leases are presented in Note 5. as the present value of future growth and earnings forecasts
during multiple years, taking into account extrapolated cash
Property, plant, and equipment flows beyond this multi-year period. Impairment tests are
Property, plant, and equipment are recognized at acquisition carried out on the operating segment level, which is the lowest
cost less accumulated depreciation and impairment losses, level in the c
ompany at which goodwill is monitored.
if any. The acquisition cost includes expenses directly attributable • Any impairment is recognized immediately as an expense
to the acquisition of the asset. Planned depreciation is charged and is not reversed.
on a straight-line basis based on the acquisition cost and the
estimated useful life. For existing assets, the depreciation period Financial instruments
of 3–6 years is applied for Equipment and installations. Classification
The residual value and useful life are tested annually and The Group classifies its financial assets and liabilities in the following
adjusted as necessary. categories: Financial assets measured at fair value through profit
or loss, Financial assets measured at amortized cost, Financial
Intangible assets liabilities at fair value through profit or loss, and Financial liabilities
Goodwill valued at amortized cost. The classification is dependent on for
Goodwill is initially valued as the amount by which a total what purpose, and under which business model, the financial asset
purchase price of the acquired net assets exceeds the fair value or liability was acquired.
of the identifiable acquired assets and assumed liabilities. If the BTS has no financial assets that are valued at fair value through
purchase price is lower than the fair value of acquired net assets, profit or loss as of the closing date.
the difference is recorded directly in the income statement.
Impairment tests are conducted annually, or more frequently Financial assets valued at amortized cost
if there are indications of a decline in value. Financial assets valued at amortized cost are financial instruments
that are held within the framework of a business model whose
Franchise contracts purpose is to collect contractual cash flows. The contractual cash
Acquired franchise contracts have a limited useful life and are flows consist solely of principal amounts and interest and are valued
recognized at acquisition cost less accumulated amortization and at amortized cost in accordance with the effective interest method.
An example of BTS financial assets that are valued at amortized Group companies
cost are accounts receivable. Profit or loss and financial position for all Group companies, whose
functional currency is different from the presentation currency,
Financial liabilities at fair value through profit or loss are translated to the Group’s presentation currency as follows:
Financial liabilities measured at fair value through profit or loss • assets and liabilities for each of the balance sheets are translated
are limited to additional purchase prices attributable to company at the exchange rate at the end of the reporting period.
acquisitions. • income and expenses for each of the income statements are
translated at the average exchange rate for the year.
Financial liabilities valued at amortized cost • all exchange differences that arise are recognized in other
Financial liabilities valued at amortized cost are all other financial comprehensive income.
instruments, such as liabilities to credit institutions and accounts
payable. Goodwill and fair value adjustments, arising at acquisition of
foreign operations, are treated as assets and liabilities of those
Accounting and valuation operations and translated at the exchange rate prevailing at the
Financial assets are initially recognized at fair value plus trans end of the reporting period. Exchange differences are recognized
action costs for all financial assets that are not reported at fair in other comprehensive income.
value through profit or loss. Financial assets recognized at fair
value through profit or loss are initially recognized at fair value and Cash flow statement
transaction costs are expensed in the income statement. Financial The cash flow statement is prepared according to the indirect
assets are recognized in the balance sheet when the Group method. The reported cash flow comprises only of transactions
becomes a party to the contractual terms of the instrument. that entail incoming and outgoing payments. Cash flow is reported
Usual purchases and sales of financial assets are reported on the divided into continuing operations, investing activities, and
settlement date. Financial assets are removed from the balance financing activities.
sheet when the right to receive cash flows from the instrument Cash and cash equivalents are cash and demand deposits at
has expired or been transferred, and the Group has transferred banks and similar institutions, plus current liquid investments with
virtually all risks and benefits associated with ownership. Financial a duration of less than three months from the date of acquisition.
liabilities are recognized when the Group becomes bound by the
contractual obligations attributable to the instrument. Financial Critical estimates and judgments
liabilities are removed from the balance sheet when the obligation To prepare the financial statements in accordance with IFRS,
in the agreement has been fulfilled or otherwise extinguished. executive management must make judgments, estimates, and
Loan receivables and accounts receivable, as well as other financial assumptions that affect the application of the accounting policies
liabilities, are reported after the acquisition date at amortized and the amounts recognized as assets, liabilities, income, and
cost using the effective interest method. expenses. The estimates and assumptions are based on historical
experience and various other factors that appear reasonable
Offset of financial instruments under the prevailing circumstances. The results of these estimates
Financial assets and liabilities are offset and reported with a and assumptions are then used to judge the carrying amounts
net amount in the balance sheet, only when there is a legal right of assets and liabilities that would not be evident from other
to offset the reported amounts, and when there is an intention to sources. Actual outcomes may deviate from these estimates and
settle them with a net amount, or to simultaneously realize the judgments. E
stimates and judgments are periodically reviewed.
asset and s ettle the debt. Changes in estimates are recognized in the period in which the
change is made if the change affected only that period.
Impairment of financial instruments
At each financial year-end, the financial assets valued at Impairment tests on goodwill and intangible
impairment tests are valued at amortized cost according to the assets with indefinite useful life
model for expected loan losses. Expected credit losses represent Each year the Group performs impairment tests on goodwill and
the difference between all contractual cash flows that fall due in intangible assets with indefinite useful life in accordance with
accordance with the contract, and all cash flows that the Group the principle described above. Recoverable amounts for cash-
expects to receive are valued at present value using the original generating units have been determined by calculating the value
effective interest rate. Write-downs of accounts receivable are in use. Certain estimates must be made for these calculations;
always the same as the expected credit loss for the entire term. please see Note 8.
Transactions and balance sheet items The Parent company has a close relationship with its subsidiaries,
Transactions in foreign currency are translated into functional see Note 15. Except for transactions between Group companies,
currency at the exchange rate prevailing on the transaction date related-party (the Board, the CEO, and other senior executives)
or the date the items are remeasured. Currency gains and currency transactions took place as shown in Note 7. The subsidiary in the
losses that arise from payment of such transactions, and translation UK has also acquired services from a related party with a value
of assets and liabilities in foreign currency at the exchange rate at of SEK 16.8 million (13.6) on market terms and conditions.
the end of the reporting period, are recognized in profit or loss.
NOTE 7 | Average number of employees, salaries, other compensation, social security contributions, etc.
Average number of employees
Group 2022 2021
Number of Of which Of which Number of Of which Of which
employees women men employees women men
Subsidiaries
Argentina 14 9 5 10 7 4
Australia 31 22 9 31 21 10
Brazil 14 8 6 13 6 7
Canada 3 3 – 3 3 –
China 13 8 5 11 8 3
Costa Rica 16 9 6 12 7 5
France 148 58 91 114 52 62
Germany 47 27 20 43 23 20
India 9 5 4 9 4 4
Italy 50 26 24 38 19 20
Japan 14 9 5 13 8 4
Malaysia 5 3 2 1 – –
Mexico 16 10 6 12 7 5
Singapore 10 4 7 6 3 3
South Africa 5 1 4 5 1 4
South Korea 33 16 17 30 17 13
Spain 119 69 51 66 35 31
Sweden 101 51 50 92 43 49
Switzerland 35 17 18 31 15 16
Taiwan 28 19 9 24 15 9
Thailand 8 5 3 9 4 5
The Netherlands 5 3 2 4 2 2
United Arab Emirates 5 3 2 4 2 2
United Kingdom 22 10 12 27 12 15
United States 378 213 165 329 175 155
Total for the Group 1,129 606 522 936 490 446
Salaries and other compensation by country and divided Pension benefits shall be defined-contribution to the extent that
between Board members/CEO and other employees the executive is not covered by another defined-benefit pension
in accordance with mandatory collective agreement provisions.
Group 2022 2021 Premiums are paid for as long as the employment lasts. The
Board Other Board Other ordinary retirement age follows the retirement age set by law.
SEK thousands and CEO employees and CEO employees For the CEO, pension benefits shall amount to no more than
In Sweden 35 percent of the annual basic salary. For other senior executives,
Parent company 1,550 – 1,383 – pension benefits shall amount to no more than 30 percent of
Subsidiaries 4,133 38,159 3,906 30,973
the annual basic salary.
Total Sweden 5,683 38,159 5,289 30,973
Other benefits may include car benefits, occupational health care,
Outside Sweden life and health insurance, and other similar benefits. Other benefits
BTS North America and APG 19,801 681,319 14,338 492,831
shall constitute a smaller proportion of the total remuneration and
may correspond to no more than 10 percent of the senior executive’s
BTS Europe 18,990 122,749 19,716 93,450
annual fixed salary.
BTS Other markets 31,529 251,888 24,856 203,213
Total outside Sweden 70,320 1,055,956 58,910 789,494 Adaptations to foreign regulations. For terms of employment
Total for the Group 76,003 1,094,115 64,199 820,467 that are subject to rules other than Swedish, with regard to
pension benefits and other benefits, appropriate adjustments
may be made to comply with such mandatory rules or established
Terms of employment and compensation for senior executives local practice, whereby the overall purpose of these guidelines shall
Guidelines for compensation and other terms of employment be met as far as possible. Deviations from these guidelines must
for senior executives be stated in the Board’s Annual report on paid and outstanding
These guidelines include the CEO and other senior executives. compensation covered by the guidelines.
The guidelines do not cover remuneration decided by the Annual
General Meeting. Criteria for payment of variable compensation
The criteria on which the payment of variable compensation is
The guidelines’ promotion of the company’s business strategy, based shall be determined annually by the Board in order to ensure
long-term interests, and sustainability that the criteria are in line with the company’s current business
Information about the company’s business strategy and long-term strategies and performance targets. The criteria can be individual
interests, including its sustainability, can be found on the company’s or common, financial or non-financial, and must be designed in
website, www.bts.com, and in the Sustainability report on pages such a way that they promote the company’s business strategy,
51–66. sustainability strategy, and long-term interests.
Successful implementation of the company’s business strategy Financial criteria that form the basis for any variable compensation
and the safeguarding of the company’s long-term interests, including shall be based on relevant key figures and its composition may
its sustainability, presupposes that the company can recruit and vary depending on the phase in which the Board deems that the
retain qualified employees. This requires that the company can offer company is in.
competitive remuneration. These guidelines enable senior executives Non-financial criteria that form the basis for any variable
to be offered a competitive total remuneration. compensation must be linked to clear and measurable business-
related goals, such as the conclusion of agreements essential to
Types of remuneration, etc. the company, activities carried out according to the company’s
Remuneration to senior executives must be market-based and may business plan, expansion/establishment, and achieved objectives
consist of basic salary/fixed remuneration, variable remuneration, within the company’s sustainability work.
pension and other benefits. The Annual General Meeting may in The period on which the assessment of whether the criteria
addition – and independently of these guidelines – decide on, for have been met or not must amount to at least three months. The
example, share and share price-related remuneration. assessment of the extent to which the criteria have been met shall
be made when the measurement period has ended. Regarding
Basic salary/fixed remuneration must be individual for each the CEO, the Board is responsible for the assessment. For other
individual executive. The basic salary must be reviewed regularly senior executives, the CEO is responsible for the assessment. The
(usually annually) and based on the executive’s position, assessment of whether financial criteria have been met shall be
responsibilities, competence, experience, and performance. based on the accounting, and the most recently published financial
information, from the company.
Variable remuneration shall be based on predetermined and
measurable criteria, designed for the purpose of promoting long- Salary and terms of employment for the company’s employees
term value creation. The variable remuneration may not exceed In the preparation of the Board’s proposal for these remuneration
300 percent of the annual fixed salary. The variable remuneration guidelines, salary and terms of employment for the employees of
shall not be pensionable, to the extent that nothing else follows the company have been taken into account by including information
from mandatory collective agreement provisions. on the employees’ total compensation, remuneration components
and the increase and growth rate of compensation over time their employment. No other senior executive is entitled to
formed part of the Board’s basis of decision when evaluating severance pay.
whether the guidelines, and the restrictions that follow from them, Other senior executives have been paid salaries and other
are reasonable. The development of the distance between the benefits totaling 11,804 (4,206), of which variable remuneration
remuneration of senior executives and the remuneration of other was 6,556 (1,634). Variable remuneration is based on targets
employees will be reported in the compensation report. achieved by the company and the individual. Provisions to pensions
are made with 0–30 percent (30) of the fixed salary and paid in the
Termination of employment and severance pay form of pension insurance entitling the executive to a pension from
For senior executives, the notice period in the event of termination the age of 65.
by the company shall not exceed twelve months, while the notice
period in the event of termination by the senior executive shall Share-based payment
not exceed six months. Severance pay is paid only to the CEO Employee option program 2022/2027
and then for a maximum of 12 months. A resolution was adopted at the extraordinary general meeting
held in July 2022 regarding the employee stock option program
Decision-making process to determine, review and 2022/2027, comprising 495,000 employee stock options, as well
implement the guidelines as hedging measures for this purpose. There are two series of
The Board as a whole prepares decisions on proposed guidelines employee stock options with vesting periods of three years (series
for remuneration to senior executives. The Board shall also, during 2022/2025) and five years (series 2022/2027) respectively, which
each financial year, monitor and evaluate ongoing programs, as require retained employment within the Group. Only thereafter
well as programs completed throughout the year, for variable can the options be exercised.
remuneration for company management, the application of An employee stock option, regardless of series, entitles the
guidelines for renumeration to senior executives and current employee to the acquisition of one Class B share in BTS. The
remuneration structures and compensation levels in the company. exercise price for each employee stock option of the 2022/2025
The guidelines shall apply until new guidelines have been adopted series shall correspond to 120 percent of the volume-weighted
by the Annual General Meeting. average price for Class B shares in BTS on Nasdaq Stockholm, and
The CEO, and other members of the executive management, 140 percent for employee stock options of the 2022/2027 series,
do not participate in the Board of Directors’ processing of, and in both cases calculated on the volume-weighted average price
resolutions regarding, remuneration-related matters in so far of BTS shares on Nasdaq Stockholm for a period of 30 trading
as they are affected by such matters. days prior to the grant date of September 30, 2022. The exercise
price for each employee stock option of the 2022/2025 series
Derogation from the guidelines was calculated to be SEK 336.50, and the exercise price of the
The Board of Directors may decide to temporarily derogate from 2022/2027 series was calculated to be SEK 392.60.
the guidelines (in whole or in part) if, in an individual case, there are The value of the employee stock options has been calculated
special reasons for this and a derogation is necessary to meet the using Black & Scholes valuation model based on share price and
company’s long-term interests and sustainability, or to ensure the other market conditions prevailing at September 30, 2022, without
Group’s financial viability. taking into account restrictions on the rights related to disposal,
whereby the accounting cost was calculated to be a total of SEK
Remuneration and benefits for the senior executives 12.6 million, which in accordance with IFRS 2 was accrued annually
Remuneration includes basic salary, other benefits, variable during vesting periods. The cost for the financial year amounted
remuneration and pension expenses. to SEK 845 thousand. Other important inputs in the model were
Other benefits consist exclusively of company cars. The total sum the volume-weighted average price that preceded the allocation
of remuneration paid to senior executives was 24,708 (14,735), of of SEK 280.40, the above strike price, a volatility of 35 percent, an
which pension expenses were 1,850 (2,447). All pension plans are anticipated present value of dividends of SEK 22.20 and SEK 38.00
defined-contribution plans. respectively, and a risk-free interest rate of 2.44 and 2.36 percent
Jessica Skon succeeded BTS founder Henrik Ekelund as CEO respectively, at maturities of 3.25 and 5.25 years.
in May 2022. Total remuneration to the CEO 2022 covers Henrik Where necessary, social security contributions are recognized as
Ekelund up to May 2022, and thereafter Jessica Skon. CEO salary an expense during the vesting period, and during that period then
and other benefits amounted to 11,055 (8,082) in total, of which a provision for these will be built up. The value of this provision, and
variable remuneration was 5,868 (3,269). The basis for variable thus the reported cost, was revalued on an ongoing basis based on
remuneration is a model that provides remuneration based on the value of the employee stock options.
consolidated results that exceed set profitability targets. The CEO The employee stock option program has been secured with
has a contribution-based pension entitlement amounting to 13 warrants issued free of charge to the wholly-owned subsidiary BTS
(35) percent of the fixed remuneration paid in the form of pension Sverige AB. The terms of the employee stock options correspond in
insurance with a pension entitlement from age 65. all material respects to the terms of the warrants securing them.
The CEO’s employment contract is subject to a mutual notice The option program entails a dilution of no more than about 2.6
period of six months. In addition, the CEO is entitled to severance percent of the share capital and about 1.8 percent of the voting
pay corresponding to 12 months’ salary if the company terminates rights for all shares.
Carrying amount, closing balance 908,882 830,094 SEK thousands 12-31-22 12-31-21
1) Effect of established acquisition analyses. Brands
Accumulated acquisition cost,
Other intangible assets opening balance 52,078 30,840
SEK thousands 12-31-22 12-31-21 Investments for the year – 18,723
Franchise contracts Translation difference 5,705 2,515
Accumulated acquisition cost, Accumulated acquisition cost,
opening balance 11,182 10,125 closing balance 57,783 52,078
Translation difference 1,318 1,057 Accumulated amortization, opening balance 28,053 21,112
Accumulated acquisition cost, Amortization for the year 7,373 5,023
closing balance 12,500 11,182
Translation difference 3,560 1,919
Accumulated amortization, opening balance 11,182 9,633 Accumulated amortization, closing balance 38,986 28,053
Amortization for the year – 515
Carrying amount, closing balance 18,797 24,025
Translation difference 1,318 1,034
Accumulated amortization, closing balance 12,500 11,182 Total closing balance, carrying amount
of other intangible assets 120,564 114,895
Carrying amount, closing balance 0 0
Impairment tests
SEK thousands 12-31-22 12-31-21
The value of goodwill is tested annually through an impairment
Technology, products & software test or more often if there are indications of impairment. Goodwill
Accumulated acquisition cost, is distributed among the cash-generating units that are expected
opening balance 168,081 122,479 to benefit from the synergies in acquisitions and are consistent
Investments for the year 39,172 34,188 with the Group’s operating units/operating segments, which is
Translation difference 20,131 11,414 the lowest level in the company on which goodwill is monitored.
Accumulated acquisition cost, Impairment tests, therefore, occur for each operating entity and
closing balance 227,384 168,081 are BTS North America, BTS Europe, and BTS Other markets.
Recovery values for the units are determined by calculating
Accumulated amortization, opening balance 99,041 72,618 the value in use. These calculations are based on estimated future
Amortization for the year 28,691 18,779 cash flows, based on the present values of future growth and
Translation difference 12,582 7,645 profit forecasts over a four-year period, and extrapolated cash
Accumulated amortization, closing balance 140,313 99,041 flows beyond the four-year period. Significant assumptions
used to calculate values in use:
Carrying amount, closing balance 87,071 69,040 • Forecast of operating margin.
• Growth rate for periods beyond the budget period.
• Selected discount rate after tax.
The forecasted operating margin has been determined based At the impairment tests, sensitivity analyzes have also been made
on past performance and expectations of future market for each operating unit:
developments in each unit. In order to extrapolate cash flows • Where the estimated operating margin was 10 percent lower
beyond the budget period, a growth rate of 1.5-2.0 percent than the basic assumptions.
(1.5-2.5) has been used, which is considered a conservative • If the estimated growth rate to extrapolate cash flows beyond
estimate. In addition, a discount rate in local currency before the budget period would have been 10 percent lower than the
tax has been used in the calculations for each operating unit. basic assumption.
The discount rate – the weighted average capital cost (WACC) • If the estimated weighted capital cost applied to discounted cash
– consists of risk-free interest, the market risk premium, and flows had been 10 percent higher than the basic assumption.
a company-specific risk premium, as well as a market capital
structure for each unit. The discount rates used are for BTS North
America 11.3 percent (11.0), BTS Europe 10.2 percent (9.0), and
BTS Other markets 12.8 percent (10.5).
After impairment tests, it has been established that no
impairment loss exists on 12-31-22.
None of the cases above should lead to an impairment in a single operational unit. The calculations are hypothetical and should not be seen
as an indication that these factors are more or less likely to change. The sensitivity analysis should therefore be interpreted with caution.
Distribution of goodwill and other intangible NOTE 9 | Property, plant, and equipment
assets by segment
Group Group
BTS SEK thousands 12-31-22 12-31-21
12-31-22 North BTS BTS Other Equipment
SEK thousands America Europe markets APG Total
Accumulated acquisition cost,
Goodwill 517,710 117,806 273,366 – 908,882 opening balance 122,539 101,664
Technology, Acquisition – 4,069
products &
software 58,900 10,032 18,138 – 87,071 Investments for the year 21,017 12,264
Customer Disposals –2,768 –3,709
contracts 11,603 210 2,883 – 14,696 Translation difference 21,283 8,252
Brands 5,889 30 12,878 – 18,797 Accumulated acquisition cost,
Total 594,102 128,078 307,266 – 1,029,447 closing balance 162,072 122,539
Operating profit 136,829 134,001 55,162 43,831 100,642 68,996 9,089 2,388 1,530 55,984 303,251 305,200
Financial income 2,793 884 2,793 884
Financial expenses –16,672 –17,193 –16,672 –17,193
Affiliated companies,
profit after tax 295 320 295 320
Tax on profit for the year –91,261 –74,508 –91,261 –74,508
Profit for the year 198,405 214,702
Other information
Assets 1,323,293 1,214,562 651,789 555,905 945,115 837,122 53,926 49,499 –215,604 –165,252 2,758,519 2,491,837
Liabilities 631,713 583,560 551,769 544,146 545,861 513,537 30,851 32,595 –215,605 –165,252 1,544,589 1,508,587
Investments 43,982 78,959 11,538 36,870 20,378 66,058 16 – – – 75,914 181,887
Depreciation of
property, plant, and
equipment –8,543 –7,883 –2,154 –1,821 –6,839 –4,651 –16 –19 –54,077 –56,815 –71,630 –71,189
Amortization of
intangible assets –26,352 –18,805 –6,530 –7,202 –12,184 –6,242 – –515 – – –45,065 –32,764
The BTS business model is divided into four categories of revenue; Other revenue mainly relates to invoiced expenses in connection
Programs, Development, Licenses, and Other revenue. with Development and Programs. These are invoiced and recognized
Upon delivery of Programs (training services), these are as revenue simultaneously with each project.
recognized and invoiced directly after implementation. The majority of individual customer contracts do not exceed 12
For performed Development, the income and expenses months. The payment terms are usually between 45 and 90 days
attributable to the assignment are reported as revenue or cost and do not exceed one year in any case. The compensation is usually
in relation to the degree of completion of the assignment on the set at a fixed price. In the rare case of a complaint, individual
balance sheet date (progressive profit calculation). The degree of compensation can be agreed upon.
completion of an assignment is determined by comparing expenses Of the Group’s total revenue, 87,411 (74,312) refers to the country
incurred on the balance sheet date with estimated total expenses of residence Sweden. The value of the Group’s fixed assets in
for the assignment. Normally invoicing takes place as the work Sweden amounted to 0 (256).
proceeds in accordance with agreed terms. Total revenue for the subsidiaries in the U.S. exceeded 10 percent
Revenue for Licenses, that is, the customer’s right to use BTS’s of the total revenues for the Group and amounted to 1,406,516
material and solutions for a certain time and/or number of (1,052,347) and the non-current assets for the subsidiaries in the
occasions, is reported when a binding agreement has been reached U.S. totaled 614,323 (545,349).
and BTS has fulfilled its obligations towards the customer and None of the customer’s individual revenue during 2022 exceeds
when the revenue size is known. Invoicing takes place in accordance 10 percent of the Group’s total revenue.
with agreed terms. The Group’s reported contract assets and contract liabilities
are shown in Notes 17 and 22.
Parent company
SEK thousands 2022 2021 NOTE 14 | Dividend per share
Current tax for the year –3,631 –4,237
Dividends paid in 2022 totaled SEK 92,997 thousand (SEK 4.80 per
share). Dividends paid 2021 totaled SEK 23,194 thousand (SEK 1.20
per share).
At the Annual General Meeting on May 12, 2023, the Board
proposes a dividend of SEK 5.40 per share, amounting to SEK
104,621 thousands (92,997), to be paid on two occasions in the
amount of SEK 2.70 per payment. The total amount of the
proposed dividend is based on the number of outstanding shares
as of April 20, 2023, and is not recognized as a liability in these
financial statements.
Group
As of December 31, 2022, the share capital consists of 853,800 Class A shares and 18,520,547 Class B shares, totaling 19,374,347 shares
with a total value of SEK 6,458,116. Each share has a quotient value of SEK 0.33. Each Class A share entitles the holder to ten votes per
share, each Class B one vote per share.
2022 2021
Number of Number of Number of Number of
Number of shares Class A shares Class B shares Total Class A shares Class B shares Total
Opening balance 853,800 18,520,547 19,374,347 853,800 18,464,492 19,318,292
New issues – – – – 56,055 56,055
Closing balance 853,800 18,520,547 19,374,347 853,800 18,520,547 19,374,347
The equity in all Group companies that have a functional currency NOTE 19 | Financial instruments and financial
different from the reporting currency is translated into the risk management
reporting currency (SEK). Translation differences arise if the SEK
exchange rate for a functional currency at the end of the period is Policies for financing and financial risk management
different from its rate at the start of the period. These translation The Board directs and monitors BTS’s financing activities and
differences have no effect on taxes. Closing accumulated translation financial risks. Financing and risk management are gathered under
differences recognized directly in equity totaled 152,728. Opening the Group finance function and conducted in compliance with a
accumulated differences totaled 28,151. financial policy adopted by the Board of Directors that stresses
low risk. The aim of the company’s risk management is to optimize
Proposed appropriation of earnings the Group’s cost of capital and, in a deliberate manner, to manage
The Board of Directors proposes that earnings be appropriated and control the Group’s financial risks. Hedging instruments may
as follows: be used within given parameters. Future payments are not normally
SEK hedged. Cash and cash equivalents may be invested in interest-
To be distributed to shareholders: SEK 5.40 per share bearing accounts or in interest-bearing securities carrying low credit
totaling 1) 104,621,474 risk. The duration of the investment portfolio must not exceed
To be carried forward 93,646,391 twelve months.
Total 198,267,865 During the year, BTS’s holdings of financial instruments were
limited to primary instruments such as accounts receivable, trade
1) he total amount of the proposed dividend is based on the number
T
of Outstanding shares as of April 20, 2023.
payables, and the like. Customer contracts contain no currency clauses
or anything that could be considered embedded derivatives. No
The Board proposes a dividend of SEK 5.40 per share, amounting hedging instruments are held or have been purchased or sold during
to SEK 104,621 thousand (92,997), to be paid on two occasions in the year, the same applies to the previous year.
the amount of SEK 2.70 per payment. The dividend is proposed to
be paid on May 22, 2023 and November 20, 2023 respectively.
Calculation of fair value s atisfactory results. The intention is for credit limits to reflect the
When the fair value of an asset or liability is to be determined, the solvency of each customer. BTS has sufficiently diversified risk. BTS’s
Group uses observable data to the greatest extent possible. Real accounts receivable and sales are spread among a large number of
values are categorized at different levels in a real value hierarchy companies operating in a variety of sectors.
based on input data used in the valuation technique as follows: The maximum credit risk exposure on accounts receivable at
Level 1: according to prices quoted in an active market for year-end was 723,145 (556,852). Fair value agrees with book value.
identical instruments.
Level 2: based on directly or indirectly observable market data Liquidity risk and interest rate risk
that is not included in Level 1. Cash and cash equivalents exclusively consists of bank balances.
Level 3: based on input data that are not observable in the market. BTS manages liquidity risk by maintaining sufficient cash and cash
equivalents including unutilized parts of approved overdraft facility.
The fair value corresponds to the carrying amount, with the Interest rates on the Group’s financial assets and liabilities are
exception of the bond loan. The following summarizes the methods usually fixed for short periods. Interest rate risk refers to changes
and assumptions that were mainly used to determine fair value in the market interest rate that affect BTS’s results negatively.
of the Group’s financial instruments.
Change in
Percentage change in interest expense,
Conditional additional purchase prices market interest rate SEK thousands, 2022
Contingent consideration is valued at market value according to
Interest bearing liabilities +/–10% –948
Level 3, i.e. fair value based on input data that is not observable in
the market. The calculation of contingent consideration depends
on the parameters in each agreement. These parameters are BTS’s policy is to allow borrowing with the Board’s approval. Any
mainly linked to expected results for the acquired companies over surplus cash in subsidiaries should first of all be used to repay
the next three years. An increase in the expected results means loans. Interest risk for interest income is limited to the fluctuating
a higher liability for contingent consideration. However, there is return on cash and cash equivalents invested at variable rates.
usually a ceiling for each conditional purchase price that limits
how large the debt can be. The maximum payment for contingent Group
consideration was SEK 350 million (330) at the balance sheet date. SEK thousands 12-31-22 12-31-21
The Group’s reported provisions only include provisions for Cash and cash equivalents 577,061 594,435
conditional additional purchases. Reported items regarding Unutilized portion of bank overdraft facility 19,670 26,838
conditional additional purchases (Level 3) are reported as Non-
Cash and cash equivalents available 596,731 621,273
current and Current provisions in the Consolidated balance sheet
and are presented below. None of the changes in 2022 have been
recognized in the Consolidated income statement. Capital risk
BTS’s goal for its capital structure is to safeguard the Group’s ability
SEK thousands 12-31-22 12-31-21 to continue to expand its operations so that they continue to
Opening balance 276,555 148,742 generate a return for shareholders and benefit other stakeholders,
Paid price –14,968 –88,290
while at the same time keeping the cost of capital at a reasonable
level.
Translation differences 30,022 9,323
To maintain or change the capital structure, the dividends can be
Additional consideration – 206,780 raised or lowered, shares can be issued or repurchased, and assets
Closing balance 291,609 276,555 can be bought or sold.
BTS’s financial objective – and a measure of its capital risk – is
Foreign exchange risk that its equity/assets ratio never remains less than 50 percent over
The Group is exposed to foreign exchange risks associated with the extended periods. At year-end, the Group’s equity/assets ratio was
translation of foreign subsidiaries, thus influencing profit and equity 44 percent (39).
in the Group. The currencies that have the greatest influence are
USD, EUR, and GBP. Transaction exposure is limited because revenues Reconcilation net liabilities (net cash)
and expenses are primarily denominated in the same currency in SEK thousands 12-31-22 12-31-21
each market. BTS does not normally hedge its foreign exchange Cash and cash equivalents 577,061 594,435
exposure. The sensitivity analysis below shows the effects on oper Non-current loans –77,753 –124,505
ating profits based on BTS’s 2022 income statement and should only
Current loans –142,906 –156,357
be seen as an indication of the significance of the different currencies.
Net cash 356,403 313,574
SEK Percentage Change in profit Change in equity
thousands change 2022 2021 2022 2021 Change net liabilities (net cash)
SEK/USD +/–10% 24,191 19,021 59,202 52,674 Cash and cash Current Non-current
SEK/EUR +/–10% 8,157 6,692 8,541 8,441 SEK thousands equivalents loans loans Net
The Board of Directors and Chief Executive Officer affirm that the consolidated financial statements were prepared in
accordance with International Financial Reporting Standards (IFRS) and that the Annual report was prepared in accordance
with generally accepted accounting principles in Sweden. The Annual report and consolidated financial statements,
respectively, provide a true and fair view of the Parent company’s and the Group’s financial positions and earnings.
The management report for the Parent company and the Group provides a fair review of developments in the Parent
company’s and the Group’s operations, financial position, and earnings and describes the material risks and uncertainties
facing the Parent company and the companies that are part of the Group.
The undersigned hereby also submits the BTS Group’s Sustainability report regarding 2022.
The consolidated income statement and balance sheet, as well as the Parent company’s income statement and balance
sheet, will be submitted for adoption to the Annual General Meeting of May 12, 2023.
Magnus Thorling
Authorized Public Accountant
Auditor’s report
Unofficial translation
Report on the annual accounts and Audit Regulation (537/2014) Article 5.1 have been provided to
consolidated accounts the audited company or, where applicable, its Parent company
Opinions or its controlled companies within the EU.
We have audited the annual accounts and consolidated We believe that the audit evidence we have obtained is
accounts of BTS Group AB (publ) for the year 2022. The annual sufficient and appropriate to provide a basis for our opinions.
accounts and consolidated accounts of the company are
included on pages 15–45 in this document. Our audit approach
In our opinion, the annual accounts have been prepared in Audit scope
accordance with the Annual Accounts Act and present fairly, We designed our audit by determining materiality and assessing
in all material respects, the financial position of the Parent the risks of material misstatement in the consolidated financial
company and the Group as of 31 December, 2022 and its statements. In particular, we considered where management
financial performance and cash flow for the year then ended made subjective judgements; for example, in respect of
in accordance with the Annual Accounts Act. The consolidated significant accounting estimates that involved making
accounts have been prepared in accordance with the Annual assumptions and considering future events that are inherently
Accounts Act and present fairly, in all material respects, the uncertain. As in all of our audits, we also addressed the risk of
financial position of the Group as of 31 December, 2022 and management override of internal controls, including among
their financial performance and cash flow for the year then other matters consideration of whether there was evidence
ended in accordance with International Financial Reporting of bias that represented a risk of material misstatement due
Standards (IFRS), as adopted by the European Union (EU), to fraud.
and the Annual Accounts Act. The statutory administration We tailored the scope of our audit in order to perform
report is consistent with the other parts of the annual sufficient work to enable us to provide an opinion on the
accounts and consolidated accounts. consolidated financial statements as a whole, taking into
We therefore recommend that the general meeting of account the structure of the Group, the accounting processes
shareholders adopts the income statement and balance and controls, and the industry in which the Group operates.
sheet for the Parent company and the Group. The BTS Group comprises approximately 45 units whereof a
Our opinions in this report on the annual accounts and large number are limited in size. All of the units in Sweden and
consolidated accounts are consistent with the content of the three largest units in the US, two of the units in the UK, one
the additional report that has been submitted to the Parent unit in Spain, and all of the units in Australia and Singapore
company’s Board of Directors in accordance with the Audit have been audited as a part of our Group audit and represent
Regulation (537/2014) Article 11. 74 percent of the total Group revenue. The audit of the units in
Sweden, Spain, and in the US has been performed by the central
Basis for Opinions team. Where work has been executed by unit auditors, the
We conducted our audit in accordance with International central team in Sweden has determined the level of our required
Standards on Auditing (ISA) and generally accepted involvement in their audit work. We have done this to be able
auditing standards in Sweden. Our responsibilities under to conclude whether sufficient and appropriate audit evidence
those standards are further described in the Auditor’s has been obtained in order to provide an opinion on the Group’s
Responsibilities section. We are independent of the Parent financial reports in their entirety. As a part of our work, we have
company and the Group in accordance with professional obtained written reports from the subsidiaries’ auditors. During
ethics for accountants in Sweden and have otherwise the year, we also discussed significant accounting issues and
fulfilled our ethical responsibilities in accordance with these observations from the audit with company management and
requirements. This includes that, based on the best of our with the local auditors.
knowledge and belief, no prohibited services referred to in the
Key audit matter How our audit addressed the Key audit matter
Key audit matter How our audit addressed the Key audit matter
Other information than the annual accounts Responsibilities of the Board of Directors and
and consolidated accounts the Managing Director
This document also contains other information than the The Board of Directors and the Managing Director are
annual accounts and consolidated accounts and is found on responsible for the preparation of the annual accounts and
pages 1–14, 51–65, and 74–76. Additional information can be consolidated accounts and that they give a fair presentation
found on pages 1–6, 43–57, and 66–68 in BTS Årsredovisning in accordance with the Annual Accounts Act and, concerning
2022 (Annual report 2022 – Swedish version) which can be the consolidated accounts, in accordance with IFRS as
found on the company website. A report presented to the adopted by the EU. The Board of Directors and the Managing
Annual General Meeting at the same time as the Annual Director are also responsible for such internal control as they
report, the “Management remuneration report 2022” also determine is necessary to enable the preparation of annual
comprises other information. The Board of Directors and the accounts and consolidated accounts that are free from
Managing Director are responsible for this other information. material misstatement, whether due to fraud or error.
Our opinion on the annual accounts and consolidated In preparing the annual accounts and consolidated
accounts does not cover this other information and we do not accounts, The Board of Directors and the Managing Director
express any form of assurance conclusion regarding this other are responsible for the assessment of the company’s and the
information. Group’s ability to continue as a going concern. They disclose,
In connection with our audit of the annual accounts and as applicable, matters related to going concern and using the
consolidated accounts, our responsibility is to read the infor- going concern basis of accounting. The going concern basis of
mation identified above and consider whether the information accounting is however not applied if the Board of Directors
is materially inconsistent with the annual accounts and con- and the Managing Director intend to liquidate the company,
solidated accounts. In this procedure, we also take into to cease operations, or has no realistic alternative but to do so.
account our knowledge otherwise obtained in the audit and
assess whether the information otherwise appears to be Auditor’s responsibility
materially misstated. Our objectives are to obtain reasonable assurance about
If we, based on the work performed concerning this infor- whether the annual accounts and consolidated accounts as a
mation, conclude that there is a material misstatement of this whole are free from material misstatement, whether due to
other information, we are required to report that fact. We fraud or error, and to issue an auditor’s report that includes our
have nothing to report in this regard. opinions. Reasonable assurance is a high level of assurance but
is not a guarantee that an audit conducted in accordance with The Board of Directors is responsible for the company’s
ISAs and generally accepted auditing standards in Sweden will organization and the administration of the company’s affairs.
always detect a material misstatement when it exists. Mis- This includes among other things continuous assessment of
statements can arise from fraud or error and are considered the company’s and the Group’s financial situation and ensur-
material if, individually or in the aggregate, they could reason- ing that the company’s organization is designed so that the
ably be expected to influence the economic decisions of users accounting, management of assets, and the company’s finan-
taken on the basis of these annual accounts and consolidated cial affairs are otherwise controlled in a reassuring manner. The
accounts. Managing Director shall manage the ongoing administration
A further description of our responsibility for the audit of according to the Board of Directors’ guidelines and instructions
the annual accounts and consolidated accounts is available on and among other matters take measures that are necessary
the Swedish Inspectorate of Auditors’ website: to fulfill the company’s accounting in accordance with law and
www.revisorsinspektionen.se/revisornsansvar. This description handle the management of assets in a reassuring manner.
is part of the auditor’s report.
Auditor’s responsibility
Report on other legal and regulatory requirements Our objective concerning the audit of the administration,
The auditor’s examination of the administration and thereby our opinion about discharge from liability, is to
of the company and the proposed appropriations obtain audit evidence to assess with a reasonable degree
of the company’s profit or loss of assurance whether any member of the Board of Directors
Opinions or the Managing Director in any material respect:
In addition to our audit of the annual accounts and consolidated • has undertaken any action or been guilty of any omission
accounts, we have also audited the administration of the which can give rise to liability to the company, or
Board of Directors and the Managing Director of BTS Group • in any other way has acted in contravention of the
AB (publ) for the year 2022 and the proposed appropriations Companies Act, the Annual Accounts Act or the Articles
of the company’s profit or loss. of Association.
We recommend to the general meeting of shareholders that
the profit be appropriated in accordance with the proposal in Our objective concerning the audit of the proposed appropria-
the statutory administration report and that the members tions of the company’s profit or loss, and thereby our opinion
of the Board of Directors and the Managing Director be about this, is to assess with a reasonable degree of assurance
discharged from liability for the financial year. whether the proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is
Basis for Opinions not a guarantee that an audit conducted in accordance with
We conducted the audit in accordance with generally accepted generally accepted auditing standards in Sweden will always
auditing standards in Sweden. Our responsibilities under those detect actions or omissions that can give rise to liability to the
standards are further described in the Auditor’s Responsibilities company, or that the proposed appropriations of the company’s
section. We are independent of the Parent company and the profit or loss are not in accordance with the Companies Act.
Group in accordance with professional ethics for accountants A further description of our responsibility for the
in Sweden and have otherwise fulfilled our ethical responsibili- audit of the administration is available on the Swedish
ties in accordance with these requirements. Inspectorate of Auditors’ website: www.revisorsinspektionen.se/
We believe that the audit evidence we have obtained is revisornsansvar. This description is part of the auditor’s report.
sufficient and appropriate to provide a basis for our opinions.
The auditor’s examination of the Esef report Reasonable assurance is a high level of assurance, but it is
Opinion not a guarantee that an engagement carried out according to
In addition to our audit of the annual accounts and consolidated RevR 18 and generally accepted auditing standards in Sweden
accounts, we have also examined that the Board of Directors will always detect a material misstatement when it exists.
and the Managing Director have prepared the annual Misstatements can arise from fraud or error and are considered
accounts and consolidated accounts in a format that enables material if, individually or in aggregate, they could reasonably
uniform electronic reporting (the Esef report) pursuant to be expected to influence the economic decisions of users taken
Chapter 16, Section 4(a) of the Swedish Securities Market Act on the basis of the Esef report.
(2007:528) for BTS Group AB (publ) for the financial year 2022. The audit firm applies ISQC 1 Quality Control for Firms that
Our examination and our opinion relate only to the statutory Perform Audits and Reviews of Financial Statements, and other
requirements. Assurance and Related Services Engagements, and accordingly
In our opinion, the Esef report has been prepared in a format maintains a comprehensive system of quality control, including
that, in all material respects, enables uniform electronic documented policies and procedures regarding compliance
reporting. with professional ethical requirements, professional standards
and legal and regulatory requirements.
Basis for Opinions The examination involves obtaining evidence, through various
We have performed the examination in accordance with FAR’s procedures, that the Esef report has been prepared in a format
recommendation RevR 18 Examination of the Esef report. Our that enables uniform electronic reporting of the annual
responsibility under this recommendation is described in more accounts and consolidated accounts. The procedures selected
detail in the Auditors’ responsibility section. We are indepen- depend on the auditor’s judgment, including the assessment
dent of BTS Group AB (publ) in accordance with professional of the risks of material misstatement in the report, whether
ethics for accountants in Sweden and have otherwise fulfilled due to fraud or error. In carrying out this risk assessment,
our ethical responsibilities in accordance with these require- and in order to design procedures that are appropriate in the
ments. circumstances, the auditor considers those elements of internal
We believe that the evidence we have obtained is sufficient control that are relevant to the preparation of the Esef report
and appropriate to provide a basis for our opinion. by the Board of Directors (and the Managing Director), but
not for the purpose of expressing an opinion on the effective-
Responsibilities of the Board of Directors ness of those internal controls. The examination also includes
and the Managing Director an evaluation of the appropriateness and reasonableness of
The Board of Directors and the Managing Director are respon- assumptions made by the Board of Directors and the Managing
sible for ensuring that the Esef report has been prepared in Director.
accordance with Chapter 16, Section 4(a) of the Swedish Secu- The procedures mainly include a validation that the Esef
rities Market Act (2007:528), and for such internal control that report has been prepared in a valid XHTML format and a
the Board of Directors and the Managing Director determine reconciliation of the Esef report with the audited annual
is necessary to prepare the Esef report without material mis- accounts and consolidated accounts.
statements, whether due to fraud or error. Furthermore, the procedures also include an assessment of
whether the consolidated statement of financial performance,
Auditor’s responsibility financial position, changes in equity, cash flow and disclosures
Our responsibility is to form an opinion with reasonable assur- in the Esef report has been marked with iXBRL in accordance
ance whether the Esef report is in all material respects prepared with what follows from the Esef regulation.
in a format that meets the requirements of Chapter 16, Section Öhrlings PricewaterhouseCoopers AB, 113 97 Stockholm,
4(a) of the Swedish Securities Market Act (2007:528), based on was appointed auditor of BTS Group AB (publ) by the general
the procedures performed. meeting of the shareholders on May 13, 2022 and has been
RevR 18 requires us to plan and execute procedures to the company’s auditor since February 22, 1999.
achieve reasonable assurance that the Esef report is prepared
in a format that meets these requirements.
Magnus Thorling
Authorized Public Accountant
Sustainability report
BTS Sustainability Report has been prepared in accordance BTS’s sustainability policy, vision and values, and
with the provisions of Chapters 6 and 7 of the Swedish Annual overall strategic sustainability goals form the basis of the
Accounts Act and encompasses the BTS Group in its entirety. company’s work in this area which includes efforts to increase
BTS Board of Directors is responsible for this Sustainability environmental, economic, and social responsibility. BTS has
report. UN’s Agenda 2030 as a starting point within the following
areas:
BTS as a catalyst for change and transformation • Strong business ethics and responsible entrepreneurship
BTS is a global professional services company for the imple for sustainable business culture.
mentation of strategies and culture shifts, founded in 1986. The • A sustainable and equal workplace.
company is headquartered in Stockholm, Sweden, with about • Actions for a positive impact on the environment and
1,200 professionals located on six continents and is listed on climate.
Nasdaq Stockholm. • Supporting clients in implementing strategies within
BTS focuses on the employees when organizations are sustainability.
changing their strategy and culture, and works with leaders • Social responsibility with impact.
at all levels to improve their leadership and decision-making
skills, as well as how to convert those decisions to actions and BTS’s overall and strategic goal for sustainability summarizes
to deliver results through alignment, changed mindsets, and the company’s view on sustainability:
developed capabilities.
BTS has been designing engaging and powerful experiences
for over 35 years, that have had a profound and lasting impact BTS shall in an active way contribute to UN’s Agenda
on clients’ participants and their careers. BTS inspires new 2030 with a special focus on high business ethics, an
ways of thinking – building critical capabilities and behaviors equal and developing workplace, a positive climate
that employees and leaders need to improve business impact, and a strong sense of social responsibility.
outcomes. It’s strategy made personal.
BTS’s holistic view on sustainability A first, overall and measurable sub-goal, in order to externally
BTS’s perspective on sustainability is holistic and includes both verify that the company is moving towards this overall and
social, business and environmental perspectives. The company strategic goal, is to achieve a score of at least 50 out of 100 in
has, from these perspectives, developed a sustainable focus the EcoVadis scorecard in 2023. EcoVadis is a global provider
with relevant goals and activities where the company can of holistic sustainability ratings service of companies. In 2022,
make an impact as well as contribute to a better environment. BTS scored 53 (bronze position). Additionally, BTS is following
It is a combination of important areas, considered by BTS as up the sustainability work by continuously measuring the com-
crucial for the sustainability work, that includes activities for pany’s progress in relation to the following goals per focus
the company’s employees, clients and contractors. area (see next page).
Focus area What BTS measures Goals 2025 Outcome 2022 (2021) UN’s Sustainable Development Goals
Actions for a positive CO2 impact from flying <15,000 tons 6,000 tons (1,200)
environmental and (21,000 tons 2019)
climate impact
Absorbtion of CO2 through 16.4 million tons (12.4)
preserved rainforest
In 2022, BTS invested in 1,200 workdays principles. Noncompliance with policy will not be tolerated
of virtual personal health support and is acted on accordingly by senior local management. BTS
In 2022, BTS continued offering activities to create a reported one case of violation against rules during the year
workplace of comfort and safety with different initiatives and it was resolved successfully.
and offerings to support employees’ health – like stress
management, physical activities, and different types of Diversity, Equity, and Inclusion workshops
consultation – offered via the virtual support organization delivered globally
TaskHuman. Employees were offered support in areas such In 2022, BTS continued to implement a more direct and
as mental and physical health, finance, home and family, collective approach to questions that concern diversity, equity,
diet, and personal development. In total, the company and inclusion (DEI), with workshops conducted globally.
invested 1,200 workdays of time in virtual person-to-person Through a cross-regional program, the company developed
conversations, together with TaskHuman. a well-thought-out client orientation for diversity, equality,
and inclusion that builds on the program BTS South Africa
Gender balance is a priority established during the last couple of years. The company
For BTS’s long-term sustainability, the gender balance is has made intentional efforts to ensure that BTS’s core
important, and taken into consideration in the recruitment values around diversity, equity, and inclusion are maintained
and selection process. The share of female employees was consequently in client engagements and the internal culture.
53.7 percent for 2022 (the company goal is 50 percent),
an increase from 52.4 percent in 2021. Personal development
During 2022, BTS offered consultants and operational
BTS’s average number of employees and gender balance employees continuous training and development in different
during 2022
skills BTS needs to be able to develop and deliver experiences
Men Women Total to our clients successfully.
522 606 1,129 During the year, a global senior consultants and operational
46% 54% 100% leaders conference was held in London with 600 employees
attending. The conference included six hours of learning and
The gender balance was equal at the lower and mid-levels. development per day for three days, rendering a total of
At the higher leader level, 2022 represented a strong positive 10,800 hours of learning and development. The focus of the
trend with more women in senior positions. In the Board of conference was on:
Directors, 50 percent were women, in the Group management • BTS’s direction and priorities in executing on the company’s
team 40 percent were women, and for higher leader levels, strategy 2025.
both consultants and operational employees, 32 percent • BTS clients’ specific needs in 2023, and how BTS can
were women. support them.
• BTS culture drivers and key success factors.
Equal treatment is fundamental
BTS believes it is fundamental that all employees, without During 2022, all employees took part in a 30-minute self-paced
discrimination, are given the same opportunities for personal program on data security.
development and job satisfaction, enjoyment at work, and For employees at pivotal levels of leadership, BTS has
understanding of their role in the organization. BTS offers mandatory development programs to support personal
a safe and healthy working environment, characterized by development, and to keep the company culture intact. These
equality, pluralism and respect for the individual based on programs have been designed to make sure that leaders
the following principles: lead according to BTS’s values, and to ensure that the culture
• Everyone has the right to be treated with dignity and evolves sustainably.
respect. In addition, training for specific job roles has been delivered
• BTS does not tolerate discrimination or harassment on the where needed.
grounds of gender, ethnicity, disability, nationality, religion, During BTS’s two-week onboarding program, new employees
philosophical belief, political belief, age, sexual orientation, are introduced to BTS’s vision, mission, and ways of working
family status, trade union activity, or any other factors. within BTS’s ten areas of expertise. This ensures that they
• BTS adopts fair and inclusive practices throughout gain a better understanding of BTS’s responsibility to its
BTS operations and seeks to eliminate all prejudice, clients, fellow employees, and the environment. Senior leaders
discrimination, bullying and harassment. deliver these onboarding programs, allowing them to connect
with the new hires by listening and discussing. For employees
All employees have signed the BTS’s Code of Business Conduct at a higher level, a similar milestone program is offered
and have a personal responsibility for the practical application to strengthen their network and leadership. In addition,
of these principles in their day-to-day activities and must a Leader’s Playbook summarizes key elements of what great
report if they have an experience that contradicts these leadership means at BTS.
• 2019 – Donation of $10,000 to the Community Empowerment Project, Liberia → 4,310 acres
• 2020 – Donation of $10,000 to Save West Africa’s Last Intact Forests, Liberia → 2,786 acres
Within BTS:
1. Continuing to use virtual meeting platforms to reduce
traveling (internal meetings, sales meetings, project
meetings).
2. Investing in activities, together with the Rainforest Trust,
to preserve rainforests and endangered species.
Equipping education and non-profit Providing skills training for entrepreneurs, underserved
leaders to drive bigger impact populations, communities, families, and students
BTS Spark: Multipliers program BTS One for One BTS Sustainable
for non-profit for improved community:
Leadership
organizations: entrepreneurship:
development and Supporting
mindset coaching, Traditional (client- Business simulations to development of local
workshops, webinars specific) leadership promote micro- communities’
delivered by BTS programs and open entrepreurship and sustainability through
network of facilitators enrollment sessions financial literacy, educational programs
delivered by BTS delivered by BTS for communities,
partners entrepreneurs, families,
and students
Equipping education and non-profit Providing skills training for entrepreneurs, underserved
leaders to drive bigger impact populations, communities, families, and students
EU Taxonomy
The EU Taxonomy regulation is a common classification The EU Taxonomy is based on six environmental
system within EU, to define environmentally sustainable objectives
investments and economic activities, and it includes environ 1. Climate change mitigation.
mental goals and rules. It is an important part of EU’s action 2. Climate change adaptation.
plan for more sustainable growth, and a prerequisite for 3. Sustainable use and protection of water
investors and companies to be able to direct capital towards and marine resources.
sustainable alternatives. 2022 is the base year for taxonomy 4. Transition to a circular economy.
alignment reporting, which means that no changes can be 5. Pollution prevention and control.
reported. 6. Protection and restoration of biodiversity and ecosystems.
ecosystems (10)
Biodiversity and
Climate change
Climate change
mitigation (5)
Pollution (9)
Code(s) (2)
(4)
TSEK % % % % % % %
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
A.2 Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
Turnover of Taxonomy-eligible but not environmentally sustainable 0 0%
activities (not Taxonomy-aligned activities) (A.2)
Total A.1 + A.2 0 0%
CapEx
Total CapEx has been defined as Investments in intangible
assets, Investments in Property, plant and equipment as well
as new and renegotiated right of use assets for the fiscal year
of 2022. The reported CapEx that is considered taxonomy-
DNSH criteria
(Does Not Significantly Harm)
Circular economy (14)
Minimum safeguards
Water and marine
Category
Climate change
Climate change
resources (13)
(enabling activity)
adaption (12)
Pollution (15)
Yes/ Yes/ Yes/ Yes/ Yes/ Yes/ Yes/ Percent Percent Enabling Transitional
No No No No No No No
% %
2. P
roportion of CapEx from products or services associated with
Taxonomy-aligned economic activities — disclosure covering year 2022
ecosystems (10)
Biodiversity and
Climate change
Climate change
mitigation (5)
Economic activities (1)
resources (7)
adaption (6)
Pollution (9)
Code(s) (2)
TSEK % % % % % % %
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
A.2 Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
Acquisition and ownership of buildings 1) 7.7 5,499 9%
CapEx of Taxonomy-eligible but not environmentally sustainable activities 0 0%
(not Taxonomy-aligned activities) (A.2)
Total A.1 + A.2 5,499 9%
1) New rental contracts during 2022 disclosed as Right-of-use assets in the balance sheet.
ecosystems (10)
Biodiversity and
Climate change
Climate change
mitigation (5)
Pollution (9)
Code(s) (2)
TSEK % % % % % % %
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
A.2 Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
OpEx of Taxonomy-eligible but not environmentally sustainableactivities 0 0%
(not Taxonomy-aligned activities) (A.2)
Total A.1 + A.2 0 0%
DNSH criteria
(Does Not Significantly Harm)
Minimum safeguards
Water and marine
Biodiversity and
ecosystems (16)
Category
Climate change
Climate change
resources (13)
(enabling activity)
adaption (12)
Pollution (15)
CapEx, year 2022 CapEx, year 2021 activity)
(20)
(18) (19) (21)
(17)
Yes/ Yes/ Yes/ Yes/ Yes/ Yes/ Yes/ Percent Percent Enabling Transitional
No No No No No No No
% %
DNSH criteria
(Does Not Significantly Harm)
Circular economy (14)
Minimum safeguards
Water and marine
Category
Climate change
Climate change
resources (13)
(enabling activity)
adaption (12)
Pollution (15)
Yes/ Yes/ Yes/ Yes/ Yes/ Yes/ Yes/ Percent Percent Enabling Transitional
No No No No No No No
% %
To the annual meeting of the shareholders of BTS Group AB, conducted in accordance with International Standards on
corporate identity number: 556566-7119. Auditing (ISA) and generally accepted auditing in Sweden.
We believe that the examination provides us with a sufficient
Engagement and responsibilities basis for BTS opinion.
The Board of Directors is responsible for the Sustainability
report for 2022 on pages 51–65 and that it has been prepared Opinion
in accordance with the Swedish Annual Accounts Act. A Sustainability report has been prepared.
BTS Group AB is a public limited liability company based in • Adopting the income statement and balance sheet.
Stockholm, Sweden, and listed on NASDAQ Stockholm AB. • Determining the appropriation of the company’s earnings.
Consequently the BTS Group’s corporate governance is based • Determining whether to discharge the members of the
on Swedish legislation and regulations such as the Companies Board and the CEO from liability to the company.
Act, the set of rules for issuers on NASDAQ Stockholm, the • Electing auditors.
Swedish Code of Corporate Governance (the Code) and the • Determining fees to be paid to the Board and auditors.
company’s own articles of association. • Adopting guidelines for remuneration to senior executives.
Since 2008, BTS Group follows the Code in all essential • Deciding on changes in the number of shares and their
parts with few deviations. In 2022, the Code was applied with structure.
one deviation, regarding the company’s auditors have not
reviewed BTS’s half-year or nine-month report. 2022 Annual General Meeting
The 2022 AGM was held on Friday, May 13, in the Company’s head
Corporate governance structure office in Stockholm. 57 shareholders attended, representing 78.3
The corporate bodies of BTS Group AB comprise the following: percent of the number of shares outstanding and 84.5 percent
Annual General Meeting (AGM) – highest decision-making body of the votes. Decisions made included the following:
Board of Directors – has ultimate responsibility for • The income statement and balance sheet and the
the company’s organization consolidated income statement and balance sheet for
and management the fiscal year 2021 were adopted.
Chief Executive Officer (CEO) – has responsibility for • The proposed dividend for the fiscal year 2021, of SEK 4.80
day-to-day management per share was approved, to be paid in an amount of SEK
Auditors – audit the Board of Directors’ 2.40 on two occasions.
and CEO’s management • The Board of Directors and CEO were discharged
at the request of the share- from liability for management during the fiscal year as
holders/Annual General recommended by the auditors.
Meeting. • A total of SEK 1,655,000 in fees was approved to be paid to
members of the Board, of which SEK 500,000 shall be paid
Shareholders to the Chairman and SEK 225,000 each to other members,
The total number of shares outstanding is 19,374,347, and SEK 55,000 to deputy board member. For work on
consisting of 853,800 Class A and 18,520,547 Class B shares. Board committees, fees totaling SEK 200,000 shall be paid.
Each Class A share entitles the holder to ten votes per share, • Auditors’ fees were approved to be paid based on approved
each Class B one vote per share. invoices.
At December 31, 2022, BTS Group AB had 4 145 • For the period until the next Annual General Meeting
shareholders. The ten largest shareholders had total Mariana Burenstam Linder, Henrik Ekelund, Stefan
shareholdings corresponding to 79.9 percent of shares and Gardefjord, Reinhold Geijer and Anna Söderblom were
85.6 percent of votes. A list of the largest shareholders is re-elected as members of the Board, and Olivia Ekelund was
found on page 11 in this Annual report. re-elected as deputy to the Board. Henrik Ekelund
was appointed Chairman of the Board.
Annual General Meeting • For the period until the next Annual General Meeting
BTS’s highest decision-making body is the Annual General the accounting firm Öhrlings PricewaterhouseCoopers
Meeting (AGM). Notice of the AGM shall be published no (PwC) was re-elected as auditor with Magnus Thorling as
earlier than six weeks and no later than four weeks before the managing auditor for the audit.
AGM and shall through a press release and thereafter kept • Authorized the Board to make a decision on the issue
available on the company’s website, and appear in Post- och of shares or convertibles (maximum 1,200,000 Series B
Inrikestidningar and Svenska Dagbladet. All shareholders shares) in connection with company acquisitions no later
entered in the share register on the record date who have than the next Annual General Meeting. The Board was also
notified the company in time of their intention to participate authorized to decide on the issue of shares or convertibles
in the AGM may do so. Shareholders unable to attend can be (maximum 1,200,000 Series B shares) until the next Annual
represented by proxy. General Meeting in order to obtain financial readiness to
The AGM elects the company’s Board and the Chairman act. If both authorizations are exercised, a maximum of
of the Board. The business of the AGM includes: 1,930,000 shares may be issued.
2022 Extraordinary General Meeting All of the nominating committee’s candidates based on the
The Extraordinary General Meeting was held on Friday, July 8, above will be announced in the notice for the 2023 AGM. The
in the Company’s head office in Stockholm. Shareholders nominating committee’s statement supporting its proposal
were also given the opportunity to exercise their voting rights for the Board of Directors of BTS Group AB as well as the
through postal voting. 40 shareholders attended, represent- information about the candidates recruited by the committee
ing 45.9 percent of the number of shares outstanding and 61.3 will be published on BTS’s website when the proposal is
percent of the votes. Decisions made included the following: announced.
• Guidelines for compensation and other terms of
employment for senior executives Board of Directors
• To establish the employee stock option program 2022/2027 The Board’s responsibility and working methods
and related hedging measures. The Board of Directors has ultimate responsibility for the
company’s organization and management and is appointed
Nominating committee by the shareholders at each AGM for the period from that
The nominating committee has the task of preparing and AGM until the end of the next. BTS’s Board decides on
submitting proposals to the AGM concerning the following, issues such as strategic direction, acquisitions, investments,
when relevant: financing, and Group-wide policies. The Board continuously
• Election of a president for the AGM. assesses the Group’s financial situation and evaluates the
• Election of the Chairman of the Board and other members operational management. BTS’s Board shall also insure
of the Board. proper disclosure to BTS’s various stakeholders.
• Board fees: in total and divided among the Chairman and The articles of association specify that BTS’s Board shall
other members of the Board as well as compensation for consist of no fewer than three and no more than eight
work on committees. members. The AGM held on May 13, 2022, decided that for
• Audit fees. the period until the next AGM the Board would consist of
• Election of auditor and deputy auditor. five members and one deputy member. The nomination
• Adoption of a policy for appointing the nominating committee applies the Swedish corporate governance code,
committee. section 4.1, as its diversity policy. The objective is to propose
the composition of a Board with complementary experience
A nominating committee for BTS Group AB was appointed and skills, while also demonstrating diversity in terms
on November 15, 2022. BTS’s three largest shareholders in of age, gender, nationality, and industry experience. The
consultation with Henrik Ekelund, Chairman of the Board, composition of the present Board is the result of the work of
appointed Anders Dahl (representing Henrik Ekelund), Johan the nomination committee prior to the 2022 Annual General
Lannebo (representing Lannebo Fonder), Stefan af Petersens Meeting. The Board comprises of members with experience
(own holdings) and Henrik Ekelund to the committee. in various industries, and there is even gender distribution.
Anders Dahl was appointed chairman of the nominating Once each fiscal year, the work of the Board is assessed,
committee. The Nomination Committee has applied Rule either by the Board alone or with external assistance,
4.1 of the Swedish corporate governance code as its diversity providing a basis for the Board’s procedures in the future.
policy in the preparation of its motion concerning directors. The Board is deemed to comply with the NASDAQ
This means the Board of Directors is to have an appropriate Stockholm marketplace rules and the Swedish Code
composition taking into consideration the company’s of Corporate Governance regarding requirements on
operations, stage of development and other circumstances. independence of members of the Board in relation to the
It shall be characterized by versatility and breadth concerning company, company management and large shareholders.
the elected directors’ expertise, experience and background, Information about the Board of Directors is to be found
and an even gender balance to be sought after. on pages 72–73 in this Annual report.
Shareholders in BTS Group AB have been able to contact
the nominating committee to propose candidates to the Board.
Follow-up
The Board of Directors continuously evaluates the
Auditor’s report on the
information provided by company management. The corporate governance
work of the Board includes insuring that actions are taken
concerning any deficiencies or proposals for corrective statement
action arising from external audits.
The auditors’ reporting regarding to internal control is To the general meeting of shareholders in BTS Group AB
discussed at the audit and risk committee meetings. The (publ), corporate identity number 556566-7119.
auditors’ remarks on possible shortcomings and BTS’s
Engagement and responsibility
documented action proposals are discussed and approved.
Thereafter, the auditors’ report is discussed with the It is the Board of Directors who is responsible for the corporate
company’s action plans at the next board meeting. governance statement for the financial year 2022 found on
BTS has no internal audit unit of its own, based on the pages 67–71 and that it has been prepared in accordance with
assessment that there are no special circumstances in the Annual Accounts Act.
operating activities according to Group size, organization The scope of the audit
and reporting structure or other conditions to justify
Our examination has been conducted in accordance with
such a unit. The follow-up performed by the Board and
FAR’s auditing standard RevR 16 The auditor’s examination
management is considered to meet the need.
of the c
orporate governance statement. This means that our
examination of the corporate governance statement is different
and substantially less in scope than an audit conducted in
accordance with International Standards on Auditing and
generally accepted auditing standards in Sweden. We believe
that the examination has provided us with a sufficient basis
for our opinions.
Opinions
A corporate governance statement has been prepared.
Disclosures in accordance with Chapter 6, Section 6, Para-
graph 2, Points 2–6 of the Annual Accounts Act and Chapter 7,
Section 31, Paragraph 2 of the same law are consistent with
the annual accounts and the consolidated accounts and are in
accordance with the Annual Accounts Act.
Magnus Thorling
Authorized Public Accountant
Shareholder information
Every care has been taken in the translation of this Annual report.
In the event of discrepancies, however, the Swedish original will
supersede the English translation.
Strategy made
personal